Exhibit 3(f)2
_________________________________________________
BY LAWS
of
Savannah Electric and Power Company
_________________________________________________
as Amended to February 16, 1994
_____________________________________
BYLAWS
of
Savannah Electric and Power Company
_____________________________________
ARTICLE I
Name
The name of this Corporation shall be Savannah Electric and
Power Company.
ARTICLE II
Stockholders' Meeting
All meetings of the Stockholders shall be held at the
principal office of the Corporation in Savannah, Georgia, unless
some other place in Georgia is stated in the call.
ARTICLE III
Annual Meetings
The annual meeting of the Stockholders of this Corporation
shall be held on the third Tuesday in May in each year, if not a
legal holiday, and if a legal holiday, then on the next
succeeding Tuesday not a legal holiday. In the event that such
annual meeting is omitted by oversight or otherwise on the date
herein provided therefor, a subsequent meeting may be held in
place thereof, and any business transacted or elections held at
such meeting shall be as valid as if transacted or held at the
annual meeting. Such subsequent meeting shall be called in the
same manner and as provided for special Stockholders' meetings.
ARTICLE IV
Special Meetings
Special meetings of the Stockholders of this Corporation
shall be held whenever the Chairman of the Board, the President
or a Vice President, a majority of the Board of Directors, or the
holders of at least one-fourth (1/4) part in interest of the
capital stock issued and outstanding and entitled to vote thereat
shall make application therefor to the Secretary or an Assistant
Secretary, stating the time, place and purpose of the meeting
applied for. Special meetings of the Stockholders shall also be
held following the accrual of the rights of the Preferred Stock
of the Corporation, voting as a class, to elect the smallest
number of Directors of this Corporation necessary to constitute a
majority of the members of the Board of Directors, whenever
required to be held in accordance with the provisions of the
Charter of the Corporation and/or any resolution of the
Stockholders setting forth the powers, preferences, etc. of the
various classes of stock of the Corporation.
ARTICLE V
Notice of Stockholders' Meetings
Notice of all Stockholders' meetings, stating the time and
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place, and, in the case of special meetings, the objects for
which such meetings are called, shall be given by the Secretary
or an Assistant Secretary, by mail, to each Stockholder of record
entitled to vote at said meeting at his or her registered
address, at least ten (10) days prior to the date of the meeting,
and the person giving such notice shall make affidavit in
relation thereto; provided that notice of any such meeting shall
be deemed to be sufficiently given to any Stockholder who, while
the provisions of the Trading with the Enemy Act (Public Act No.
91 of the Sixty-fifth Congress of the United States of America,
as now or hereafter amended) shall be operative, shall appear
from the stock books to be or shall be known to the Corporation
to be an "enemy" or "ally of enemy" as defined in the said Act
and whose address appearing on such stock books is outside the
United States, or the mailing to whom of notice shall at the time
be prohibited by any other law of the United States of America or
by any executive order or regulation issued or promulgated by any
officer or agency of the United States of America (a) if, at
least ten (10) days prior to the date of the meeting, a copy of
the notice of the meeting shall be mailed to any person or agency
who by any such law, order or regulation shall have been duly
designated to receive such notice or duly designated or appointed
as custodian of the property of such Stockholder; or (b) if a
brief notice of such meeting, including, in the case of a special
meeting, either a brief statement of the objects for which such
meeting is called or a statement as to where there may be
obtained a copy of a written notice containing a statement of
such objects, shall be published by the Corporation at least
once, not less than ten (10) days before the meeting in a daily
newspaper published in the English language and of general
circulation in the City of Savannah, Georgia; provided further,
however, that notice of any Stockholders' meeting stating that an
increase of the stock or an issuance of bonds will be considered,
shall be published in a daily newspaper published in the English
language and of general circulation in the City of Savannah,
Georgia, once a week for four weeks prior to the time of holding
such meeting.
Any meeting at which all the Stockholders are present,
either in person or represented by proxy, or of which those not
present in person have waived notice in writing, shall be a legal
meeting for the transaction of business, notwithstanding that
notice has not been given as hereinbefore provided.
ARTICLE VI
Waiver of Notice
Notice of any Stockholders' meeting may be waived by any
Stockholder.
ARTICLE VII
Quorum
At any meeting of the Stockholders a majority in interest of
all the capital stock issued and outstanding and entitled to
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vote, represented by Stockholders of record in person or by
proxy, shall constitute a quorum, but a less interest may adjourn
any meeting from time to time, and the meeting may be held as
adjourned without further notice. When a quorum is present at
any meeting, a majority of the capital stock represented thereat
shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of law or of the
Charter of this Corporation or these Bylaws, a larger or
different vote is required, in which case such express provision
shall govern and control the decision of such question. The
provisions of this Article are subject to the provisions of the
Charter of the Company and/or any resolution of the Stockholders
setting forth the powers, preferences, etc., of the various
classes of stock of the Company.
ARTICLE VIII
Proxy and Voting
Stockholders of record may vote at any meeting either in
person or by proxy in writing, which shall be filed with the
Secretary of the meeting before being voted. The voting powers
of the respective classes of stock of the Company shall be as
provided in the Charter of the Company and/or any resolution of
the Stockholders setting forth the powers, preferences, etc., of
the various classes of stock of the Company.
ARTICLE IX
Board of Directors
A Board of not less than five nor more than fifteen
Directors shall be chosen by ballot at the Annual Meeting of the
Stockholders or at any meeting held in lieu thereof as
herein-before provided.
The number of Directors for each corporate year shall be
fixed by vote at the meeting when elected, but the Stockholders
may, at a special meeting called for the purpose during any such
year, increase or decrease (within the limits above specified)
the number of Directors as thus fixed and if necessary elect
Directors to complete the number so fixed. A majority of the
Directors shall be citizens and residents of Georgia. Each
Director shall serve until the next Annual Meeting of the
Stockholders and until his successor is duly elected and
qualified. Directors need not be Stockholders of the Corporation.
The provisions of this Article are subject to the provisions of
the Charter of the Company and/or any resolution of the
Stockholders setting forth the powers, preferences, etc., of the
various classes of stock of the Company.
ARTICLE X
Powers of Directors
The Board of Directors shall have the entire management of
the business of the Corporation. In the management and control
of the property, business and affairs of the Corporation, the
Board of Directors is hereby vested with all the powers possessed
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by the Corporation itself, so far as this delegation of authority
is not inconsistent with the laws of the State of Georgia, with
the Charter of the Corporation or with these Bylaws. The Board
of Directors shall have power to determine what constitutes net
earnings, profits and surplus, respectively, what amount shall be
reserved for working capital and for any other purposes, and what
amount shall be declared as dividends, and such determination by
the Board of Directors shall be final and conclusive.
ARTICLE XI
Executive and Other Committees
The Board of Directors may elect from their number an
Executive Committee of not less than three or more than seven
members, which Committee may exercise the powers of the Board of
Directors in the management of the business of the Corporation
when the Board is not in session. The Executive Committee shall
report its action to the Board of Directors for approval. The
Executive Committee may make rules for the holding and conduct of
its meetings and the keeping of the records thereof.
The Board of Directors may likewise elect or appoint from
their number other committees from time to time, the number
composing such committees and the powers conferred upon the same
to be determined by vote of the Board of Directors.
ARTICLE XII
Meetings
Regular meetings of the Board of Directors shall be held at
such places and at such times as the Board may by vote from time
to time determine, and if so determined no notice thereof need be
given. Special meetings of the Board of Directors may be held at
any time or place whenever called by the Chairman of the Board,
the President, a Vice President, the Secretary, an Assistant
Secretary, or five or more Directors, reasonable notice thereof
being given to each Director by the Secretary or an Assistant
Secretary or officer calling the meeting, or at any time without
formal notice provided all the Directors are present, or those
not present have waived notice thereof in writing. Such special
meetings shall be held at such times and places as the notice
thereof or waiver shall specify.
ARTICLE XIII
Quorum
A majority of the total number of members of the Board of
Directors as constituted for the time being, but not less than
three, shall constitute a quorum for the transaction of business,
but a less number may adjourn any meeting from time to time and
the same may be held as adjourned without further notice. When a
quorum is present at any meeting, a majority vote of the members
in attendance thereat shall decide any questions brought before
such meeting, except as otherwise provided by law, by the Charter
of this Corporation or by these Bylaws.
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ARTICLE XIV
Officers
The officers of this Corporation shall be a Chairman of the
Board, subject to Article XVII hereof, and a President, one or
more Vice Presidents, a Secretary and a Treasurer. All officers
shall be elected by the Board of Directors after its election by
the Stockholders, and a regular meeting may be held without
notice for this purpose immediately after the Annual Meeting of
the Stockholders and at the same place.
ARTICLE XV
Additional Officers and Agents
The Board of Directors at its discretion may appoint a
General Manager, one or more Assistant Treasurers and one or more
Assistant Secretaries, and such other officers or agents as it
may deem advisable and prescribe the duties thereof.
ARTICLE XVI
Eligibility of Officers
The Chairman of the Board, if any, and the President, shall
each be a Director of the Corporation. The Vice Presidents,
Secretary and Treasurer and such other officers as may be
appointed may be but need not be Directors of the Corporation.
The same person may hold the offices of Secretary and Treasurer.
ARTICLE XVII
Chairman of the Board
The Corporation may, in the discretion of the Board of
Directors, have a Chairman of the Board who, in such case, shall
be the chief executive officer of the Corporation and, as such,
shall have supervision of its policies, business, and affairs,
and such other powers and duties as are commonly incident to the
office of chief executive officer. He shall preside at the
meetings of the Board of Directors and may call meetings of the
Board of Directors and of any committee thereof, whenever he
deems it necessary and he shall call to order and act as chairman
of all meetings of the Stockholders of the Corporation. In
addition, he shall have such other powers and duties as the Board
of Directors shall designate from time to time. The Chairman of
the Board, unless some other person is thereunto specifically
authorized by vote of the Board of Directors, shall have power to
sign all bonds, deeds and contracts of the Corporation. Should
the Board of Directors determine not to have, or upon a vacancy
occurring in such office fail to elect, a Chairman of the Board,
such office shall cease to exist pending subsequent action by the
Board of Directors recreating such office.
ARTICLE XVIII
President
The President shall, subject to the supervision of the
Chairman of the Board, have the direction of and responsibility
for, the operations of the Corporation, and such other powers and
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duties as are commonly incident to that office. He shall also
have such other powers and duties as the Board of Directors shall
designate from time to time and, in the absence of the Chairman
of the Board, or should such office fail to exist, shall have the
powers and duties of the Chairman of the Board. The President or
a Vice President, unless some other person is thereunto
specifically authorized by vote of the Board of Directors, shall
have power to sign all certificates of stock, bonds, deeds and
contracts of the Corporation.
ARTICLE XIX
Vice Presidents
A Vice President shall perform the duties and have the
powers of the Chairman of the Board and the President during the
absence or disability of the Chairman of the Board (or the
nonexistence of said office) and the President and shall have
power to sign all certificates of stock, bonds, deeds and
contracts of the Corporation, and shall perform such other duties
and have such other powers as the Board of Directors shall from
time to time designate.
ARTICLE XX
Secretary
The Secretary shall be present at all meetings of the
Stockholders, of the Board of Directors and of the Executive
Committee, and shall keep accurate records of the proceedings at
such meetings in books provided for that purpose. He shall
perform all the duties commonly incident to his office and shall
perform such other duties and have such other powers as the Board
of Directors shall from time to time designate. In the absence
of the Secretary, an Assistant Secretary or a Secretary pro
tempore shall perform his duties. The Secretary, Assistant
Secretary or Secretary pro tempore shall be sworn.
ARTICLE XXI
Treasurer
The Treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the money, funds,
valuable papers and documents of the Corporation (other than his
own bond, which shall be in the custody of the President), and
shall have and exercise under the supervision of the Board of
Directors, all the powers and duties commonly incident to his
office, and shall give bond in such form and with such sureties
as shall be required by the Board of Directors. He shall deposit
all funds of the Corporation in such bank or banks, trust company
or trust companies, or with such firm or firms doing a banking
business as the Board of Directors shall designate. He may
endorse for deposit or collection all checks, notes, et cetera,
payable to the Corporation or to its order, may accept drafts on
behalf of the Corporation, and shall, together with the President
or a Vice President, sign all certificates of stock. He shall
keep accurate books of account of the Corporation's transactions,
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which shall be the property of the Corporation, and, together
with all its property in his possession, shall be subject at all
times to the inspection and control of the Board of Directors.
The Treasurer shall hold his office during the pleasure of the
Board of Directors, and shall in every way be subject to their
orders.
All checks, notes, drafts or other obligations for the
payment of money shall be signed by the Treasurer (except as the
Board of Directors shall otherwise specifically order) and, with
the exception of checks for the payment of not exceeding $10,000
(which require one signature) and notes, shall be countersigned
as a condition to their validity by the Chairman of the Board or
the President or such other officer or agent as the Board of
Directors shall by resolution direct; notes shall be
countersigned as a condition to their validity only by such
officer or agent as the Board of Directors shall by resolution
direct. Checks for the total amount of any payroll may be drawn
in accordance with the foregoing provisions and deposited in a
special fund. Checks upon this fund may be drawn by such person
as the Treasurer shall designate, and need not be countersigned.
The Directors may appoint one or more Assistant Treasurers
with such powers and duties, including the powers and duties of
the Treasurer as herein stated, as to them shall seem best.
ARTICLE XXII
Removals
The Stockholders may, at any meeting called for the purpose,
by vote of a majority of the capital stock issued and
outstanding, remove any Director or other officer elected by them
and elect his successor. The Board of Directors may, by vote of
not less than a majority of the entire Board, remove from office
any officer or agent elected or appointed by them. The
provisions of this Article are subject to the provisions of the
Charter of the Company and/or any resolution of the Stockholders
setting forth the powers, preferences, etc., of the various
classes of stock of the Company.
ARTICLE XXIII
Vacancies
If the office of any Director or officer or agent, one or
more, becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the remaining Directors, although
less than a quorum, may, by a majority vote, choose a successor
or successors who shall hold office for the unexpired term, but
vacancies in the Board of Directors may be filled for the
unexpired term by the Stockholders at a meeting called for that
purpose, unless such vacancy shall have been filled by the
Directors. The provisions of this Article are subject to the
provisions of the Charter of the Company and/or any resolution of
the Stockholders setting forth the powers, preferences, etc., of
the various classes of stock of the Company.
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ARTICLE XXIV
Capital Stock
The amount of capital stock shall be as fixed in the Charter
of this Corporation or as the same may be increased or decreased
from time to time in accordance with the provisions of law.
ARTICLE XXV
Certificates of Stock
Every Stockholder shall be entitled to a certificate or
certificates of stock of the Company in form prescribed by the
Board of Directors, duly numbered and sealed with the corporate
seal of the Company, and setting forth the number and kind of
shares represented thereby to which each Stockholder is entitled.
Such certificates shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Company. The Board of
Directors may also appoint one or more Transfer Agents and/or
Registrars for its stock of any class or classes and may require
stock certificates to be counter-signed and/or registered by one
or more of such Transfer Agents and/or Registrars. If
certificates of capital stock of the Company are signed by a
Transfer Agent or by a Registrar, the signature of the officers
of the Company and the seal of the Company thereon may be
facsimiles, engraved, printed or otherwise reproduced. Any
provisions of these Bylaws with reference to the signing and
sealing of stock certificates shall include, in cases above
permitted, such facsimiles. 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 Company,
whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the
Company, such certificate or certificates may nevertheless be
adopted by the Board of Directors of the Company 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 Company.
ARTICLE XXVI
Transfer of Stock
Shares of stock may be transferred by delivery of the
certificate, accompanied either by an assignment in writing on
the back of the certificate, or by a written power of attorney to
sell, assign and transfer the same, signed by the owner of the
certificate. No transfer shall affect the right of the
Corporation to pay any dividend due upon the stock, or to treat
the holder of record as the holder in fact until such transfer is
recorded upon the books of the Corporation or a new certificate
is issued to the person to whom it has been so transferred. It
shall be the duty of every Stockholder to notify the Corporation
of his post office address.
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ARTICLE XXVII
Record Dates
The Board of Directors or the Executive Committee may fix in
advance (a) a date, not less than ten (10) nor more than
forty-five (45) days preceding the date of any meeting of the
Stockholders, as a record date for the determination of
Stockholders entitled to notice of and to vote at any such
meeting or any adjournment thereof; (b) a date, not less than ten
(10) nor more than thirty (30) days prior to the date for the
payment of any dividend, or other distribution, or the date for
the allotment of rights, or the date when any change, conversion
or exchange of capital stock (including any exchange of stock
upon a merger, consolidation or sale of all, or substantially
all, of the assets of the Corporation) shall go into effect, as a
record date for the determination of the Stockholders entitled to
receive payment of any such dividend, or distribution, or to any
such allotment of rights, or to exercise the rights in respect of
any change, conversion or exchange of capital stock, as the case
may be; and (c) a date, not less than ten (10) nor more than
forty-five (45) days preceding the date for the taking of any
other lawful corporate action not covered by the foregoing, as a
record date for the determination of Stockholders entitled to act
thereon and/or receive the benefit thereof; notwithstanding, in
any such case, any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
ARTICLE XXVIII
Loss of Certificates
In case of the loss, mutilation or destruction of a
certificate of stock, a duplicate certificate may be issued
therefor upon such terms as the Board of Directors shall
prescribe.
ARTICLE XXIX
Seal
The seal of this Corporation shall consist of a flat faced
circular die with the words and figures "Savannah Electric and
Power Company Corporate Seal 1921 Georgia" cut or engraved
thereon.
ARTICLE XXX
Facsimile Signatures on Bonds and Debentures
The signatures of any officer of this Corporation executing
a corporate bond, debenture or other debt security of the
Corporation or attesting the corporate seal thereon, or upon any
interest coupons annexed to any such corporate bond, debenture or
other debt security of the Corporation, and the corporate seal
affixed to any such bond, debenture or other debt security of the
Corporation, may be facsimiles, engraved or printed, provided
that such bond, debenture or other debt security of the
Corporation is authenticated or countersigned with the manual
signature of an authorized officer of the corporate trustee
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designated by the indenture or other agreement under which said
security is issued or of an authenticating agent appointed by
such corporate trustee to act in its behalf or by a transfer
agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation. In case any officer or
officers whose signature or signatures, whether manual or
facsimile, shall have been used on any corporate bond, debenture
or other debt security shall cease to be an officer or officers
of the Corporation for any reason before the same has been
delivered by the Corporation, such bond, debenture or other debt
security may nevertheless be issued and delivered as though the
person or persons whose signatures were used thereon had not
ceased to be such officer or officers.
ARTICLE XXXI
Indemnification and Related Matters
Each person who is or was a director or officer of the
Corporation or is or was an employee of the Corporation holding
one or more positions of management through and inclusive of
department managers (but not positions below the level of
department managers) (such positions being hereinafter referred
to as "Management Positions") and who was or is a party or was or
is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation or is
or was an employee of the Corporation holding one or more
Management Positions, or is or was serving at the request of the
Corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the
Corporation as a matter of right against any and all expenses
(including attorneys' fees) actually and reasonably incurred by
him and against any and all claims, judgments, fines, penalties,
liabilities and amounts paid in settlement actually incurred by
him in defense of such claim, action, suit or proceeding,
including appeals, to the full extent permitted by applicable
law. The indemnification provided by this Article shall inure to
the benefit of the heirs, executors and administrators of such
person.
Expenses (including attorneys' fees) incurred by a director
or officer of the Corporation or employee of the Corporation
holding one or more Management Positions with respect to the
defense of any such claim, action, suit or proceeding may be
advanced by the Corporation 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 an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is
entitled to be indemnified by the Corporation under this Article
or otherwise; provided, however, that the advancement of such
expenses shall not be deemed to be indemnification unless and
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until it shall ultimately be determined that such person is
entitled to be indemnified by the Corporation.
The Corporation may purchase and maintain insurance at the
expense of the Corporation on behalf of any person who is or was
a director, officer, employee, or agent of the Corporation, or
any person who is or was serving at the request of the
Corporation as a director (or the equivalent), officer, employee,
agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys' fees)
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability or
expense under this Article or otherwise.
Without limiting the generality of the foregoing provisions,
no present or future director or officer of the Corporation, or
employee of the Corporation holding one or more Management
Positions, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith, or for any undertaking entered into by the
Corporation or its subsidiaries or affiliates which is required,
authorized, or approved by any order or orders issued pursuant to
the Public Utility Holding Company Act of 1935, the Federal Power
Act, or any undertaking entered into by the Corporation 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 Corporation pursuant to any
approved compliance plan, or any federal or state statute or
municipal ordinance regulating the Corporation 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. In any action,
suit, or proceeding based on any act, omission, step, or conduct,
as in this paragraph described, the provisions hereof shall be
brought to the attention of the court. In the event that the
foregoing provisions of this paragraph are found by the court not
to constitute a valid defense on the grounds of not being
applicable to the particular class of plaintiff, each such
director and officer, or employee holding a Management Position,
and his heirs, executors, and administrators, shall be reimbursed
for, or indemnified against, all expenses and liabilities
incurred by him or imposed on him, in connection with, or arising
out of, any such action, suit, or proceeding based on any act,
omission, step, or conduct taken or had in good faith as in this
paragraph described. Such expenses and liabilities shall
include, but shall not be limited to, judgments, court costs, and
attorneys' fees.
The foregoing rights shall not be exclusive of any other
rights to which any such director or officer or employee may
otherwise be entitled and shall be available whether or not the
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director or officer or employee continues to be a director or
officer or employee at the time of incurring any such expenses
and liabilities.
If any word, clause or provision of the Bylaws or any
indemnification made under this Article shall for any reason be
determined to be invalid, the provisions of the Bylaws shall not
otherwise be affected thereby but shall remain in full force and
effect. The masculine pronoun, as used in the Bylaws, means the
masculine and feminine wherever applicable.
ARTICLE XXXII
Amendments
These Bylaws may be amended, added to, altered or repealed,
at any annual or special meeting of the Corporation, by vote in
either case of a majority of the capital stock issued and
outstanding and entitled to vote thereat, provided notice of the
proposed amendment, addition, alteration or repeal is given in
the notice of said meeting.
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