EXHIBIT 3(b)
BY-LAWS
OF
BALTIMORE GAS AND ELECTRIC COMPANY
Amended as of January 23, 1998
BY-LAWS OF
BALTIMORE GAS AND ELECTRIC COMPANY
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. - Annual Meeting.
The annual meeting of the stockholders for the election of Directors
and for the transaction of general business shall be held on any date during the
period of April 14 through May 13, as determined year to year by the Board of
Directors. The time and location of the meeting shall be determined by the Board
of Directors.
The Chief Executive Officer of the Company shall prepare, or cause to
be prepared, an annual report containing a full and correct statement of the
affairs of the Company, including a balance sheet and a financial statement of
operations for the preceding fiscal year, which shall be submitted to the
stockholders at the annual meeting.
Section 2. - Special Meeting.
Special meetings of the stockholders may be held in the City of
Baltimore or in any county in which the Company provides service or owns
property upon call by the Chairman of the Board, the President, or a majority of
the Board of Directors whenever they deem expedient, or upon the written request
of the holders of shares entitled to not less than twenty-five percent of all
the votes entitled to be cast at such a meeting. Such request of the
stockholders shall state the purpose or purposes of the meeting and the matters
proposed to be acted on the threat and shall be delivered to the Secretary, who
shall inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of the meeting, and upon payment to the company of such
costs the Secretary shall give notice stating the purpose or purposes of the
meeting to all stockholders entitled to vote at such meeting. No special meeting
need be called upon the request of the holders of the shares entitled to cast
less than a majority of all votes entitled to be cast to such meeting, to
consider any matter which is substantially the same as a matter voted upon at
any special meeting of the stockholders held during the preceding twelve months.
The business at all special meetings shall be confined to that specially named
in the notice thereof.
Section 3. - Notice of Meetings.
Written or printed notice of every meeting of the stockholders, whether
annual or special, stating the place, day, and hour of such meeting and (in case
of special meetings) the business proposed to be transacted shall be given by
the Secretary to each stockholder entitled to vote at such meeting not less than
ten days but no more than ninety days before the date fixed for such meeting, by
depositing such notice in the United States mail addressed to him at his post
office address as it appears on the records of the Company, with postage thereon
prepaid.
Section 4. - Organization of Meeting.
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All meetings of the stockholders shall be called to order by the
Chairman of the Board, or in his absence by the President, or in his absence by
a Vice President; or in the case of the absence of such officers, then by any
stockholder, whereupon the meeting shall organize by electing a chairman. The
Secretary of the Company, if present, shall act as Secretary of the meeting,
unless some other person shall be elected by the meeting to act. An accurate
record of the meeting shall be kept by the secretary thereof, and placed in the
record books of the Company.
Section 5. - Quorum.
At any meeting of the stockholders the presence in person or by proxy
of stockholders entitled to cast a majority of the votes thereat shall
constitute a quorum for the transaction of business. If a quorum be not present
at any meeting, holders of a majority of the shares of stock so present or
represented may adjourn the meeting either sine die or to a date certain.
Section 6. - Voting.
At all meetings of the stockholders each stockholder shall be entitled
to one vote for each share of common stock standing in his name and, when the
preferred or preference stock is entitled to vote, such number of votes as shall
be provided in the Charter of the Company for each share of preferred and
preference stock standing in his name, and the votes shall be cast by
stockholders in person or by lawful proxy.
Section 7. - Judge of Election and Tellers.
The Directors shall, at a regular or special meeting, appoint a Judge
of Election and two Tellers to serve at each meeting of stockholders. If the
Directors fail to make such appointments, or if the Judge of Election and/or
Tellers, or any of them, fail to appear at the meeting, the Chairman of the
meeting shall appoint a Judge of Election and/or a Teller or Tellers to serve at
that meeting. It shall be the duty of the Tellers to receive the ballots of all
the holders of stock entitled to vote and present at a meeting either in person
or by proxy, and to count and tally said ballots by the official record of
stockholders of the Company, or by a summary prepared therefrom and certified by
the Stock Transfer Agent or the Secretary of the Company showing the number of
shares of common and, if entitled to vote, preferred and preference stock owned
of record by each stockholder, who may be designated therein by name, code
number, or otherwise, and certify them to the Judge of Election, and the said
Judge shall communicate in writing the result of the balloting so certified by
the Tellers to the Chairman who shall at once announce the same to the meeting.
This certificate, signed by the Tellers and countersigned by the Judge, shall be
duly recorded as part of the minutes of the meeting and filed among the records
of the Company.
Section 8. - Record Date for Stockholders
and Closing of Transfer Books.
The Board of Directors may fix, in advance, a date as the record for
the determination of the stockholders entitled to notice of, or to vote at, any
meeting of stockholders, or entitled to receive payment of any dividend, or
entitled to the allotment of any rights, or for any other proper purpose. Such
date in any case shall not be more than ninety days (and in the case of a
meeting of
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stockholders not less than ten days) prior to the date on which the particular
action requiring such determination of stockholders is to be taken. Only
stockholders of record on such date shall be entitled to notice of or to vote at
such meeting or to receive such dividends or rights, as the case may be. In lieu
of fixing a record date the Board of Directors may close the stock transfer
books of the Company for a period not exceeding twenty nor less than ten days
preceding the date of any meeting of stockholders or not exceeding twenty days
preceding any other of the above mentioned events.
ARTICLE II
BOARD OF DIRECTORS AND COMMITTEES
Section 1. - Powers of Directors
The business and affairs of the Company shall be managed by a Board of
Directors which shall have and may exercise all the powers of the Company,
except such as are expressly conferred upon or reserved by the stockholders by
law, by Charter, or by these by-laws. Except as otherwise provided herein, the
Board of Directors shall appoint the officers for the conduct of the business of
the Company, determine their duties and responsibilities and fix their
compensation. The Board of Directors may remove any officer.
Section 2. - Number and Election of Directors.
The number of Directors shall be thirteen (13), all of whom shall own
at least 300 shares of the Company's common stock. The Directors shall be
elected at each Annual Meeting of the Stockholders except as otherwise provided
in these by-laws. They shall hold their offices for one year and until their
successors are elected and qualified.
Section 3. - Removals and Vacancies.
The stockholders, at any meeting duly called and at which a quorum is
present, may remove any Director or Directors from Office by the affirmative
vote of the holders of a majority of the outstanding shares entitled to the vote
thereon, and may elect a successor or successors to fill any resulting vacancies
for the unexpired terms of the removed Directors.
Any vacancy occurring in the Board of Directors from any cause other
than by reason of a removal or an increase in the number of Directors, may be
filled by a majority of the remaining Directors although such majority is less
than a quorum. Any vacancy occurring by reason of an increase in the number of
Directors may be filled by action of a majority of Directors. A Director elected
to fill a vacancy shall hold office until the next annual meeting of
stockholders or until his successor is elected and qualified.
Section 4. - Meetings of the Board.
A regular meeting of the Board of Directors shall be held immediately
after the annual meeting of stockholders or any special meeting of the
stockholders at which the Board of Directors is elected, and thereafter regular
meetings of the Board of Directors shall be held on such dates during the year
as may be designated from time to time by the Board. All meetings of the Board
of
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Directors shall be held at the general offices of the Company in the City of
Baltimore or elsewhere, as ordered by the Board. Of all such meetings (except
the regular meeting held immediately after the election of Directors) the
Secretary shall give notice to each Director personally or by telephone, by
telegram directed to, or by written notice deposited in the mails addressed to,
his residence or business address at lease 48 hours before such meeting.
Special meetings may be held at any time or place upon the call of the
Chairman of the Board, or, the Chief Executive Officer, or in their absence, on
order of the Executive Committee by notices as above, unless the meetings be
called during the months of July and August, in which case five days' notice
shall be given. In the event three-fourths of the Directors in office waive
notice of any meeting in writing at or before the meeting, the meeting may be
held without the aforesaid advance notices.
The Chairman shall preside at all meetings of the Board, or, in his
absence, the President, or one of the Vice Presidents (if a member of the Board)
shall preside. If at any meeting none of the foregoing persons is present, the
Directors present shall designate one of their number to preside at such
meeting.
Section 5. - Quorum.
A majority of the Directors in office, but in no event less than five,
shall constitute a quorum of the Board for the transaction of business. If a
quorum be not present at any meeting, a majority of the Directors present may
adjourn to any time and place they may see fit.
Section 6. - Executive Committee.
The Directors shall annually, at their first meeting succeeding the
stockholders' meeting at which they are elected, elect from among their number
an Executive Committee of five or more (but no more than nine), as the Board may
determine. The Executive Committee may exercise, in the intervals between
meetings of the Board of Directors, all of the powers of the Board of Directors
in the management of the business and affairs of the Company, except the power
to declare dividends, to issue stock other than as hereinafter stated, to
recommend to stockholders any action requiring stockholder approval, amend the
by-laws, or approve any merger or share exchange which does not require
stockholder approval. If the Board of Directors has given general authorization
for the issuance of stock, the Executive Committee, in accordance with a general
formula or method specified by the Board by resolution or by adoption of a stock
option or other plan, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued, including all
terms and conditions required or permitted to be established or authorized by
the Board of Directors.
The members of the Executive Committee shall hold their offices as such
for one year or until their successors are elected and qualified; all vacancies
in said Committee shall be filled by the Board of Directors, but in the absence
of a member or members of the Executive
Committee, the members thereof present at any meeting (whether or not they
constitute a quorum) may appoint a member of the Board of Directors to act in
the place of such absent member. They shall designate one of their number as
Chairman of the Committee, and shall keep a separate book of minutes of their
proceedings and actions. They shall elect a Secretary to the Committee who shall
give notice personally or by mail, telephone, or telegraph to each member of
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the Committee of all meetings, not later than 12 noon of the day before the
meeting, unless a majority of the members of the Executive Committee in office
waive notice thereof in writing at or before the meeting in which case the
meeting may be held without the aforesaid advance notice. Meetings may be called
by the Chairman of the Committee or by the Chief Executive Officer, or, in the
event of their death, absence, or disability, by one of the other officers among
the Chairman of the Board, the President, or the Vice Presidents. A majority of
the members of the Executive Committee in office, but in no event less than
three, shall constitute a quorum for the transaction of business.
Section 7. - Audit Committee.
The Directors shall annually, at their first meeting succeeding the
stockholders' meeting at which they are elected, elect from among their number
an Audit Committee which shall consist of at least three Directors who shall be
independent of Management and free from any relationship that, in the opinion of
the Board, would interfere with the exercise of independent judgment as a
Committee member, and provided further that no Director who was formerly an
Officer of the Company shall be a member of the said Audit Committee. One such
member of the Committee shall be designated by the Board of Directors to be
Chairman of the Audit Committee. The tenure of the office of the members of the
Audit Committee shall; be one year or until their successors shall have been
duly appointed or elected. Any vacancy shall be filled by the Board of
Directors. Two members of the Audit Committee shall constitute a quorum.
In order to provide for direct communication between representatives of
the Board and the Independent Auditors for this corporation, the Audit
Committee, in furtherance of this charge, shall have the following duties and
responsibilities:
(1) To recommend to the Board of Directors the public accounting firm to be
engaged to conduct the annual financial audit of the corporation.
(2) To discuss with such Auditors the scope of their examination which
shall be in accordance with generally accepted auditing standards with
appropriate reports thereon to be submitted to the Board of Directors.
(3) To review with the Auditors and appropriate financial Officers and
Management of the corporation the annual financial statements and the
Auditors' report thereon.
(4) To invite comments and recommendations from the Auditors regarding the
need for and/or results of the reviews of those financial statements
and other documents and data reviewed or certified by the public
accounting firm thus engaged.
(5) To invite comments and recommendations from the Auditors regarding the
system of internal controls, accounting policies and practices, and any
other related matters employed by the corporation.
(6) To meet with the corporation's Internal Auditor in order to ensure, as
a part of the system of internal controls, that an adequate program of
internal auditing is being continuously carried out, to determine that
the corporation's Internal Audit Staff is adequate and to review the
findings of such Staff's investigations.
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(7) To report periodically regarding its activities to the Board of
Directors of the corporation and to make such recommendations and
findings concerning any audit or audit-related matter as the Audit
Committee deems appropriate.
Section 8. - Committee on Management.
The Directors shall annually, at their first meeting succeeding the
stockholders' meeting at which they are elected, elect from among their number a
Committee on Management consisting of four members. One such member shall be
designated by the Board of Directors to be the Chairman of the Committee on
Management. The tenure of office of the members of the Committee on Management
shall be one year or until their successors shall have been duly appointed or
elected. Any vacancy shall be filled by the Board of Directors. Two members
shall constitute a quorum.
The Committee on Management shall recommend to the Board of Directors
nominees for election as Directors and shall consider the performance of
incumbent Directors in determining whether to nominate them to stand for
reelection; the Committee shall, among other things, consider any major changes
in the organization of the corporation; it shall recommend to the Board of
Directors the remuneration arrangements for Officers and Directors of the
corporation. The Committee shall recommend to the full Board of Directors
nominees for Officers of the corporation. The Committee on Management shall have
such additional powers to perform such duties as shall be prescribed by
resolution of the Board of Directors.
Section 9. - Other Committees.
The Board of Directors is authorized to appoint from among its members
such other committees as it may, from time to time, deem advisable and to
delegate to such committee or committees any of the powers of the Board of
Directors which it may lawfully delegate. Each such committee shall consist of
at least two Directors.
Section 10. - Fees and Expenses.
Each member of the Board of Directors, other than salaried Officers and
employees, shall be paid an annual retainer fee, payable in quarterly
installments, in such amount as shall be specified from time to time by the
Board.
Each member of the Board of Directors, other than salaried Officers and
employees, shall be paid such fee as shall be specified from time to time by the
Board for attending each regular or special meeting of the Board and for
attending, as a committee member, each meeting of the Executive Committee, Audit
Committee, Committee on Management and any other committee appointed by the
Board. Each member shall be paid reasonable traveling expenses incident to
attendance at meetings.
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ARTICLE III
OFFICERS
Section 1. - Officers.
The Company shall have a Chairman of the Board, a President, one or
more Vice Presidents, a Treasurer, and a Secretary who shall be elected by, and
hold office at the will of, the Board of Directors. The Chairman of the Board
and the President shall be chosen from among the Directors, and the Board of
Directors shall designate either the Chairman of the Board or the President to
be the Chief Executive Officer of the Company. The Board of Directors shall also
elect such other officers as they may deem necessary for the conduct of the
business and affairs of the Company. Any two offices, except those of President
and Vice President, may be held by the same person, but no person shall sign
checks, drafts and promissory notes, or execute, acknowledge or verify any other
instrument in more than one capacity, if such instrument is required by law, the
charter, these by-laws, a resolution of the Board of Directors or order of the
Chief Executive Officer to be signed, executed, acknowledged or verified by two
or more officers. The Chairman of the Board, President and Vice Presidents shall
receive such compensation as shall be fixed by the Board of Directors.
Compensation for officers other than the Chairman of the Board, President and
Vice Presidents shall be fixed by the Chief Executive Officer. The Board of
Directors shall require a fidelity bond to be given by each officer, or, in its
discretion, the Board may substitute a general blanket fidelity bond or
insurance contract to cover all officers and employees.
Section 2. - Duties of the Officers.
(a) Chairman of the Board
The Chairman of the Board shall preside at all meetings of the
Board of Directors and of stockholders. He shall also have such other
powers and duties as from time to time may be assigned to him by the
Board of Directors.
(b) President
The President shall have general executive powers, as well as
specific powers conferred by these by-laws. He, any Vice President, or
such other persons as may be designated by the Board of Directors,
shall sign all special contracts of the Company, countersign checks,
drafts and promissory notes, and such other papers as may be directed
by the Board of Directors. He, or any Vice President, together with the
Treasurer or an Assistant Treasurer, shall have authority to sell,
assign or transfer and deliver any bonds, stocks or other securities
owned by the Company. He shall also have such other powers and duties
as from time to time may be assigned to him by the Board of Directors.
In the absence of the Chairman of the Board, the President shall
perform all the duties of the Chairman of the Board.
(c) Vice Presidents
Each Vice President shall have such powers and duties as may be
assigned to him by the Board of Directors, or the Chief Executive
Officer, as well as the
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specific powers assigned by these by-laws. A Vice President may be
designated by the Board of Directors or the Chief Executive Officer to
perform, in the absence of the President, all the duties of the
President.
(d) Treasurer
The Treasurer shall have the care and the custody of the funds
and valuable papers of the Company, and shall receive and disburse all
moneys in such a manner as may be prescribed by the Board of Directors
or the Chief Executive Officer. He shall have such other powers and
duties as may be assigned to him by the Board of Directors, or the
Chief Executive Officer, as well as specific powers assigned by these
by-laws.
(e) Secretary
The Secretary shall attend all meetings of the stockholders and
Directors and shall notify the stockholders and Directors of such
meetings in the manner provided in these by-laws. He shall record the
proceedings of all such meetings in books kept for that purpose. He
shall have such other powers and duties as may be assigned to him by
the Board of Directors or the Chief Executive Officer, as well as the
specific powers assigned by these by-laws.
Section 3. - Removals and Vacancies.
Any officer may be removed by the Board of Directors whenever, in its
judgment, the best interest of the Company will be served thereby. In case of
removal, the salary of such officer shall cease. Removal shall be without
prejudice to the contractual rights, if any, of the person so removed, but
election of an officer shall not of itself create contractual rights.
Any vacancy occurring in any office of the Company shall be filled by
the Board of Directors and the officer so elected shall hold office for the
unexpired term in respect of which the vacancy occurred or until its successor
shall be duly elected and qualified.
In any event of absence or temporary disability of any officer of the
Company, the Board of Directors may authorize some other person to perform the
duties of that office.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person made or threatened to be made party to an action, suit or
proceeding, whether, civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director or officer of the Company, or,
at its request, is or was a director or officer of another corporation, shall be
indemnified by the Company (to the extent indemnification is not otherwise
provided by insurance) against the liabilities, costs and expenses of every kind
actually and reasonable incurred by him as a result of such action, suit or
proceeding, or any threat thereof or any appeal thereon, but in each case only
if and to the extent permissible under applicable common or statutory law, state
or federal. The foregoing indemnity shall not be inclusive of other rights to
which such person may be entitled.
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ARTICLE V
CAPITAL STOCK
Section 1. - Evidence of Stock Ownership.
Evidence of ownership of stock in the Company may be either pursuant to
a certificate(s) or a statement in compliance with Maryland law, each of which
shall represent the number of shares of stock owned by a stockholder in the
Company. Stockholders may request that their stock ownership be represented by a
certificate(s). Each certificate shall be signed on behalf of the Company by the
President or a Vice President and countersigned by the Secretary, and shall be
sealed with the corporate seal. The signatures may be either manual or
facsimile. In case any officer who signed any certificate, in facsimile or
otherwise, ceases to be such officer of the Company before the certificate is
issued, the certificate may nevertheless be issued by the Company with the same
effect as if the officer had not ceased to be such officer as of the date of its
issue.
For stock ownership evidenced by a statement, such statement shall be
in such form, and executed, as required from time to time by Maryland law.
Section 2. - Transfer of Shares.
Stock shall be transferable only on the books of the Company by
assignment in writing by the registered holder thereof, his legally constituted
attorney, or his legal representative, either upon surrender and cancellation of
the certificate(s) therefor, if such stock is represented by a certificate, or
upon receipt of such other documentation for stock not represented by a
certificate as the Board of Directors and Maryland law may, from time to time,
require.
Section 3. - Lost, Stolen or Destroyed Certificates.
No certificate for shares of stock of the Company shall be issued in
place of any other certificate alleged to have been lost, stolen, or destroyed,
except upon production of such evidence of the loss, theft or destruction and
upon indemnification of the Company to such extent and in such manner as the
Board of Directors may prescribe.
Section 4. - Transfer Agents and Registrars.
The Board of Directors shall appoint a person or persons, or any
incorporated trust company or companies or both, as transfer agents and
registrars and, if stock is represented by a certificate, may require that such
certificate bear the signatures or the counter-signatures of such transfer
agents and registrars, or either of them.
Section 5. - Stock Ledger.
The Company shall maintain at its principal office in Baltimore,
Maryland, a stock record containing the names and addresses of all stockholders
and the numbers of shares of each class held by each stockholder.
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ARTICLE VI
SEAL
The Board of Directors shall provide, subject to change, a suitable
corporate seal which may be used by causing it, or facsimile thereof, to be
impressed or affixed or reproduced one the Company's stock certificates, bonds,
or any other documents on which the seal may be appropriate.
ARTICLE VII
AMENDMENTS
These by-laws, or any of them, may be amended or repealed, and new
by-laws may be made or adopted at any meeting of the Board of Directors, by vote
of a majority of the Directors, or by the stockholders at any annual meeting, or
at any special meeting called for that purpose.
I HEREBY CERTIFY that the foregoing is a
true copy of the by-laws of Baltimore Gas
and Electric Company in effect at the date
hereof.
IN WITNESS WHEREOF I have hereunto set my
hand as Secretary of said Company and
affixed its corporate seal this 26th day of
January, 1998.
/s/ D. A. Brune
___________________________
Secretary
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