Exhibit 3.2
BY-LAWS
OF
EASTERN ENTERPRISES
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Adopted July 18, 1929
Amended July 23, 1929
Amended December 18, 1941
Amended April 26, 1945 Amended April 19, 1972
Amended December 10, 1987
Amended April 27, 1989
Amended January 25, 1990
Amended April 23, 1992
Amended July 23, 1992
Amended February 24, 1999
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BY-LAWS
OF
EASTERN ENTERPRISES
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ARTICLE I.
Reference herein to the Declaration of Trust shall apply to the Declaration of
Trust establishing Eastern Enterprises, dated July 18, 1929, as the same may be
from time to time amended.
ARTICLE II.
SECTION 1. Except as provided by the Declaration of Trust or these By-Laws,
all the affairs and business of this trust shall be managed by the Trustees.
SECTION 2. The Trustees may establish a fixed time and place for regular
meetings and no call or notice of any such meeting shall be required.
Immediately after the annual meeting of Shareholders, a meeting of the Trustees
shall be held at the same place and no call or notice thereof shall be required.
Special meetings of the Trustees may be held at any time and at any place when
called by the President or by the written request of two or more of the Trustees
then in office. Notice of such meetings shall be given by the Secretary or
Assistant Secretary to each Trustee by mailing a copy to him, postage prepaid,
at his usual address, not later than the third day before the meeting, or by
telephoning or telegraphing him not later than twenty-six hours before the hour
set for such meeting; provided that any meeting shall be valid without call or
notice if all the Trustees are personally present or if each absent Trustee
waives notice thereof either before or after the meeting by a writing signed by
him or his authorized attorney.
Trustees may participate in a meeting of the Trustees or any committee thereof
by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time and participation by such means shall constitute presence in
person at a meeting.
Less than a quorum may adjourn a meeting of the Trustees from time to time and
the meeting may be held as adjourned without further notice.
Nothing in this section shall limit the powers of the Trustees to act by vote
or resolution without a meeting as prescribed in Article 8 of the Declaration of
Trust.
SECTION 3. The Trustees shall cause to be kept in books provided for that
purpose minutes of all meetings, and originals or copies of other votes or
resolutions of the Trustees and minutes of all meetings of the Shareholders.
SECTION 4. A Trustee may resign by delivering his or her resignation in
writing to the Secretary or Assistant Secretary and such resignation shall take
effect upon such delivery unless some other date shall be specified therein.
SECTION 5. Each Trustee of this trust, by accepting nomination for election or
reelection as a Trustee, shall thereby be subject to the following retirement
policy, which may, however, be waived in any particular instance by vote of a
majority of the Trustees then in office: no person shall be elected to serve as
a Trustee of this trust after he or she shall have reached 68 years of age,
except on the condition that his or her resignation as a Trustee take effect at
the first annual meeting of Shareholders held after the date on which he or she
reaches 70 years of age; provided, that a person who was a Trustee on July 1,
1992, and was 65 years of age or older on such date, may continue to serve as a
Trustee and be reelected as such after reaching the age of 70 years, but only on
the condition that his or her resignation as a Trustee take effect no later than
the first annual meeting of Shareholders held after the date on which he or she
reaches 72 years of age.
ARTICLE III.
OFFICERS, AGENTS, ETC.
SECTION 1. The Trustees shall appoint a President, one or more
Vice-Presidents, a Treasurer and a Secretary and such other officers and agents
as the Trustees may from time to time deem appropriate, none of whom need be
Trustees or Shareholders.
Except as otherwise prescribed by the Trustees or in the Declaration of Trust
or in these By-Laws, each officer shall have the powers and duties usually
appertaining to a similar officer of a corporation and shall hold office during
the pleasure of the Trustees. Any two or more offices except those of President
and Vice President may be held by the same person. Subject to the provisions of
Article 3 of the Declaration of Trust, the Treasurer shall have the care and
custody of the funds of the trust estate, and shall if the Trustees so require
give bond for the faithful discharge of his duties.
Unless the two offices are held by one person the Treasurer shall be ex
officio an Assistant Secretary and the Secretary shall be ex officio an
Assistant Treasurer.
SECTION 2. The Trustees may further appoint such committees as they may deem
desirable and prescribe their powers, duties and tenure of office.
SECTION 3. All agents or employees of this trust shall be subject to removal
at any time by the Trustees or by the committee or person respectively
appointing or employing them.
SECTION 4. The Vice President, or any Vice President if there be more than
one, shall in the absence or disability of the President perform the duties and
exercise the powers of the President and shall perform such other duties as may
be prescribed by the Trustees or by the President. The performance of any of the
duties and the exercise of any of the powers of the President by any Vice
President shall as to third parties be conclusive proof of his authority so to
do.
SECTION 5. Assistant Secretaries and Assistant Treasurers shall in the absence
or disability of the Secretary or the Treasurer perform the duties and exercise
the powers of their respective superiors in office and shall also perform such
other duties as may be assigned to them by such superiors. The performance of
any of the duties and the exercise of any of the powers of the Secretary or the
Treasurer by any Assistant Secretary or any Assistant Treasurer, respectively,
shall as to third parties be conclusive proof of his authority so to do.
ARTICLE IV.
EXECUTIVE COMMITTEE.
SECTION 1. The Trustees may from time to time elect from their own number an
Executive Committee of not less than three members, which committee may, and
unless otherwise provided by the Trustees shall, be vested with all the powers
and discretions which the Trustees possess, except as provided in Article 14 of
the Declaration of Trust. Each member of the Executive Committee shall continue
as a member during the pleasure of the Trustees and the Trustees may at any time
dispense with the Executive Committee entirely.
SECTION 2. The Executive Committee may establish a fixed time and place for
regular meetings, and no call or notice of any such meeting shall be required.
Special meetings of the Executive Committee may be held at any time and at any
place when called by the President or by the written request of any member of
the Executive Committee. Notice of such meeting shall be given by the Secretary
or Assistant Secretary to each member of the Executive Committee by mailing a
copy to him postage prepaid at his usual address not later than three days
before the meeting or by telephoning or telegraphing him not later than
twenty-six hours before the hour set for such meeting; provided that any meeting
shall be valid without call or notice if all the members of the Executive
Committee are personally present or if each absent member waives notice thereof
either before or after the meeting by a writing signed by him or his authorized
attorney.
A majority of the members of the Executive Committee shall constitute a
quorum, but less than a quorum may adjourn a meeting from time to time, and the
meeting may be held as adjourned without further notice.
SECTION 3. The Executive Committee may act by a vote or resolution at a
meeting or by a written vote or resolution without a meeting signed by at least
a majority of the members and with or without notice to the other members.
ARTICLE V.
EXECUTION OF INSTRUMENTS.
All agreements, deeds, contracts, covenants, bonds, notes, checks, drafts,
bills and other securities and instruments made, accepted or endorsed on behalf
of this trust shall be signed by such officer or officers or person or persons
as the Trustees shall from time to time authorize.
Share certificates shall be signed by such officers as the Trustees shall from
time to time designate. In case share certificates are countersigned by a
transfer agent and registered by a registrar of this trust, one or more of the
signatures of such officers may be facsimile. In case any one or more such
officers whose signature shall appear on any share certificates shall cease to
hold such office before such share certificates shall have been actually issued,
such share certificates may nevertheless be issued with the same effect as if
the person or persons whose signatures appear thereon had not ceased to hold
such office.
ARTICLE VI.
FISCAL YEAR.
Until otherwise determined by the Trustees, the fiscal year of this trust
shall be the calendar year.
ARTICLE VII.
SEAL.
The common seal of this trust shall consist of a flat-faced circular die with
the name of this trust and the year "1929" on the circumference, and the words
"A Massachusetts Voluntary Association" and "Common Seal" in the center.
ARTICLE VIII.
LOST, ETC., SHARE CERTIFICATES.
In case a share certificate shall be lost, stolen or destroyed, or become
mutilated, the Trustees, upon submission of evidence satisfactory to them of
such fact, may issue a new share certificate and in that connection may require
a bond of indemnity satisfactory to them.
ARTICLE IX.
INTEREST OF JOINT SHAREHOLDERS.
In case share certificates are in the name of more than one person, they shall
hold as joint tenants the entire interest therein and no future, limited or
contingent interest therein shall be recognized other than that of trustee of an
express trust, and then only subject to the provisions of Article 35 of the
Declaration of Trust.
ARTICLE X.
CONTROL SHARE ACQUISITIONS.
The provisions of Massachusetts General Laws Chapter 110D shall not apply to
control share acquisitions of shares of beneficial interest of this trust.
ARTICLE XI.
TELEPHONIC AND ELECTRONIC VOTING.
The delivery of a proxy on behalf of a holder of capital stock of this trust
consistent with telephonic or electronically transmitted instructions obtained
pursuant to procedures of this trust reasonably designed to verify that such
instructions have been authorized by such Shareholder, shall constitute
execution and delivery of the proxy by or on behalf of the Shareholder.
ARTICLE XII.
AMENDMENTS.
These By-Laws, or any of them, may at any time and from time to time be
altered, amended, added to or repealed, and new By-Laws adopted by vote or
resolution of a majority of the Trustees then in office.