Exhibit 3(e)
RESTATED BYLAWS
OF
TXU CORP.
SECTION 1. PLACE OF MEETINGS OF SHAREHOLDERS. All meetings of the
shareholders shall be held at the registered office of the Corporation in
Dallas, Texas, or at such other place within or without the State of Texas as
may be stated in the call and notice.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of the
shareholders for the election of directors and the transaction of such other
business as may properly come before such meeting shall be held on the third
Friday in May of each year at ten o'clock in the forenoon, or at such other hour
as may be named in the notice of meeting, unless such day is a legal holiday, in
which case such meeting shall be held on the next business day. In the event
that such annual meeting for any reason is not held on the date herein provided
for, 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. Any such subsequent meeting shall be called in
the same manner as provided for special meetings of shareholders.
SECTION 3. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
shareholders may be called by the chairman of the board, the president, the
board of directors or the holders of not less than one-tenth of all the shares
entitled to vote at such meetings.
SECTION 4. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of all
meetings, stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered to the shareholders of record entitled to vote at such meetings not
less than ten nor more than sixty days before the date of the meeting,
personally, or by mail, or, on consent of a shareholder, by electronic
transmission, by or at the direction of the chairman of the board, the board of
directors, the president, the secretary, or the holders calling the meeting, to
each shareholder entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. If delivered by electronic
transmission, such notice shall be deemed delivered when: (1) transmitted to a
facsimile number provided by the shareholder for the purpose of receiving
notice; (2) transmitted to an electronic mail address provided by the
shareholder for the purpose of receiving notice; (3) posted on an electronic
network and a message is sent to the shareholder at the address provided by the
shareholder for the purpose of alerting the shareholder of a posting; or (4)
communicated to the shareholder by any other form of electronic transmission
consented to by the shareholder. A waiver of notice in writing signed by the
person or persons entitled to such notice, whether before or after the meeting,
shall be equivalent to the giving of such notice.
SECTION 5. VOTING LIST FOR MEETINGS. The officer or agent having charge
of the stock transfer books of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be subject to
inspection by any shareholder during regular business hours. Such list shall
also be produced and kept open at all time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or to vote at any meeting
of shareholders. Failure to comply with any requirements of this Section 5 shall
not affect the validity of any action taken at such meeting.
SECTION 6. QUORUM AT MEETINGS OF SHAREHOLDERS. The holders of a
majority of the shares entitled to vote, present in person or by proxy, shall
constitute a quorum at any meeting of shareholders, but less than a quorum shall
have power to adjourn any meeting from time to time. Except as otherwise
provided by statute or by the articles of incorporation or these bylaws, with
respect to any matter, other than the election of directors, the affirmative
vote of the holders of a majority of the shares entitled to vote on that matter,
present in person or by proxy, shall be the act of the shareholders.
SECTION 7. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to receive payment of any dividend, or for any other
proper purpose, the board of directors may fix in advance a record date for any
such determination, such date to be not more than sixty days and, in case of a
meeting of shareholders, not less than ten days, prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
SECTION 8. PRESIDING OFFICER AND SECRETARY. The chairman of the board
or president of the Corporation shall preside at, and the secretary or an
assistant secretary shall keep the records of each meeting of shareholders. In
the absence of either such officer, such officer's duties shall be performed by
another officer of the Corporation appointed by the board of directors or, in
the absence of such appointment, appointed at the meeting.
SECTION 9. FORM OF CERTIFICATES OF STOCK AND TRANSFER OF SHARES.
Certificates of stock of the Corporation shall be of such form and device as the
board of directors may from time to time determine. The stock of the Corporation
shall be transferable only on the books of the Corporation by the holders in
person or by attorney on surrender of the certificates therefor properly
endorsed. The board of directors may appoint one or more transfer agents and one
or more registrars of the stock. The Corporation shall be entitled to treat the
holder of record of any shares of the Corporation as the owner thereof for all
purposes, and shall not be bound to recognize any equitable or other claim to,
or interest in, such shares or any rights deriving from such shares, on the part
of any other person, unless and until such other person becomes the holder of
record of such shares, whether or not the Corporation shall have either actual
or constructive notice of the interest of such other person.
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SECTION 10. SIGNING OF CERTIFICATES OF STOCK. Certificates of stock of
the Corporation shall be signed by the chairman of the board, the chief
executive, the president or any vice president and either the secretary or an
assistant secretary, and shall be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of such officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar, either of which is other than the Corporation itself or an
employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issuance.
SECTION 11. DIRECTORS. The board of directors shall consist of ten
members. Meetings of the board of directors shall be held at the time and place
fixed by resolution of the board of directors or upon the call of the chairman
of the board or the president or the executive committee. The secretary or
officer performing his duties shall give two days' notice of all meetings of
directors by mail or telegram to the last known address of each director, or, on
consent of a director, by electronic transmission, provided that a meeting may
be held without notice immediately after the annual election, and notice need
not be given of regular meetings held at such time as may be fixed by a
resolution of the board. Meetings of the directors may be held at any time
without notice if all directors are present or if those not present waive notice
either before or after the meeting. At any meeting of directors a majority of
the whole number of directors shall constitute a quorum, but less than a quorum
shall have power to adjourn the meeting from time to time.
SECTION 12. OFFICERS. The board of directors, as soon as may be after
the annual meeting each year, may elect one of their number chairman of the
board, shall elect a president of the Corporation, shall elect one or more vice
presidents, a secretary and a treasurer, and may elect one or more assistant
secretaries and assistant treasurers and such other officers as they may from
time to time deem proper. The same person may be elected to and hold more than
one office, except that the president and the secretary shall not be the same
person. The term of office of all officers shall be one year, or until their
respective successors are chosen and qualified, but any officer may be removed
from office for or without cause at any time by the board of directors. Whenever
any vacancy shall occur in any office by death, resignation, increase in the
number of offices of the Corporation, or otherwise, the same shall be filled by
the board of directors, and the officer so elected shall hold office until his
successor is chosen and qualified. The officers of the Corporation shall have
such powers and duties as usually pertain to their offices, respectively, as
well as such powers and duties as may from time to time be conferred by the
board of directors.
SECTION 13. EXECUTIVE COMMITTEE. The board of directors, as soon as may
be after the annual meeting each year, may appoint an executive committee to
consist of the chairman of the board, the president and such number of the
directors as the board may from time to time determine. Such executive committee
shall have and may exercise all 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 resolution of the board of directors. The
board shall have the power at any time to change the membership of such
committee and to fill vacancies in it. Unless the chair is appointed by the
board, the executive committee shall designate a chair by majority vote of the
committee. The executive committee may make rules for the conduct of its
business and appoint such committees and assistants as it may deem necessary. A
majority of the members of such committee shall constitute a quorum.
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SECTION 14. AUDIT COMMITTEE. The board of directors, as soon as may be
after the annual meeting each year, shall appoint, on recommendation of the
nominating and governance committee, an audit committee to consist of at least
three of the members of the board of directors, each of whom satisfies the
requirements for independence under applicable law and regulations of the
Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE).
Such audit committee shall have a committee charter adopted by the board of
directors which identifies the membership criteria, authority and
responsibilities of the committee. The principal purposes of the audit committee
shall be to: (1) assist the board in fulfilling its oversight responsibilities
relating to the integrity of the financial statements of the Corporation, the
compliance by the Corporation with legal and regulatory requirements, the
independent auditor's qualifications and independence, and the performance of
the Corporation's internal audit function and independent auditor; (2) foster
open communications among the independent auditor, financial and senior
management, internal audit and the board; and (3) prepare the report of the
committee required by the rules of the SEC to be included in the Corporation's
annual proxy statement. Said committee shall perform such other services as the
board shall direct from time to time by resolution of the board of directors.
Unless the chair is appointed by the board, the audit committee shall designate
a chair by majority vote of the committee. The audit committee may make rules
for the conduct of its business and appoint such committees and assistants as it
may deem necessary. A majority of the members of such committee shall constitute
a quorum.
SECTION 15. FINANCE COMMITTEE. The board of directors, as soon as may
be after the annual meeting each year, shall appoint, on recommendation of the
nominating and governance committee, a finance committee to consist of such
number of the members of the board of directors as the board may from time to
time determine. Such finance committee shall have a committee charter adopted by
the board of directors which identifies the authority and responsibilities of
the committee. The principal purposes of the finance committee shall be to: (1)
review and recommend to the board major financial undertakings and policies and
corporate financing plans and (2) assist the board in fulfilling its fiduciary
responsibilities relating to the Corporation's financial policies, plans and
programs. Said committee shall perform such other services as the board shall
direct from time to time by resolution of the board of directors. Unless the
chair is appointed by the board, the finance committee shall designate a chair
by majority vote of the committee. The finance committee may make rules for the
conduct of its business and appoint such committees and assistants as it may
deem necessary. A majority of the members of such committee shall constitute a
quorum.
SECTION 16. NOMINATING AND GOVERNANCE COMMITTEE. The board of
directors, as soon as may be after the annual meeting each year, shall appoint a
nominating and governance committee to consist of at least three of the members
of the board of directors, each of whom satisfies the requirements for
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independence under applicable law and the listing standards of the NYSE. Such
nominating and governance committee shall have a committee charter adopted by
the board of directors which identifies the authority and responsibilities of
the committee. The principal purposes of the nominating and governance committee
shall be to: (1) identify individuals qualified to become board members, and to
recommend to the board the nominees to stand for election as directors at the
annual meeting of shareholders; (2) oversee, and assume a leadership role in,
the governance of the Corporation including recommending corporate governance
guidelines for the board's consideration; (3) lead the board in its annual
evaluation of its performance; and (4) recommend to the board nominees for each
committee of the board. Said committee shall perform such other services as the
board shall direct from time to time by resolution of the board of directors.
Unless the chair is appointed by the board, the nominating and governance
committee shall designate a chair by majority vote of the committee. The
nominating and governance committee may make rules for the conduct of its
business and appoint such committees and assistants as it may deem necessary. A
majority of the members of such committee shall constitute a quorum.
SECTION 17. ORGANIZATION AND COMPENSATION COMMITTEE. The board of
directors, as soon as may be after the annual meeting each year, shall appoint,
on recommendation of the nominating and governance committee, an organization
and compensation committee to consist of at least three of the members of the
board of directors, each of whom satisfies the requirements for independence
under applicable law and the listing standards of the NYSE. Such organization
and compensation committee shall have a committee charter adopted by the board
of directors which identifies the authority and responsibilities of the
committee. The principal purposes of the organization and compensation committee
shall be to: (1) review and approve corporate goals and objectives relevant to
the compensation of the chief executive officer (CEO), evaluate the CEO's
performance in light of those goals and objectives, and either as a committee or
together with the other independent directors (as directed by the board),
determine and approve the CEO's compensation based on this evaluation; (2)
oversee the evaluation of senior executives and make recommendations to the
board with respect to equity-based and other compensation plans, policies and
practices; (3) review and discuss with the board executive management succession
planning; (4) make recommendations to the board with respect to the compensation
of the Corporation's outside directors; and (5) produce the committee's report
on executive compensation as required by the SEC to be included in the
Corporation's annual proxy statement. Said committee shall perform such other
services as the board shall direct from time to time by resolution of the board
of directors. Unless the chair is appointed by the board, the organization and
compensation committee shall designate a chair by majority vote of the
committee. The organization and compensation committee may make rules for the
conduct of its business and appoint such committees and assistants as it may
deem necessary. A majority of the members of such committee shall constitute a
quorum.
SECTION 18. NUCLEAR COMMITTEE. The board of directors, as soon as may
be after the annual meeting each year, shall appoint, on recommendation of the
nominating and governance committee, a nuclear committee to consist of such
number of the members of the board of directors as the board may from time to
time determine. Such nuclear committee may have a committee charter adopted by
the board of directors which identifies the authority and responsibilities of
the committee. The principal purpose of the nuclear committee shall be to
review, and make reports and recommendations to the board in connection with the
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operation of the Corporation's nuclear generating units. The nuclear committee
shall perform such other services as the board shall direct from time to time by
resolution of the board of directors. Unless the chair is appointed by the
board, the nuclear committee shall designate a chair by majority vote of the
committee. The nuclear committee may make rules for the conduct of its business
and appoint such committees and assistants as it may deem necessary. A majority
of the members of such committee shall constitute a quorum.
SECTION 19. BUSINESS DEVELOPMENT COMMITTEE. The board of directors, as
soon as may be after the annual meeting each year, shall appoint, on
recommendation of the nominating and governance committee, a business
development committee to consist of such number of the members of the board of
directors as the board may from time to time determine. Such business
development committee shall have a committee charter adopted by the board of
directors which identifies the authority and responsibilities of the committee.
The principal purpose of the business development committee shall be to review
and recommend to the board new business opportunities, proposed acquisitions and
divestitures and other similar transactions. The business development committee
shall perform such other services as the board shall direct from time to time by
resolution of the board of directors. Unless the chair is appointed by the
board, the business development committee shall designate a chair by majority
vote of the committee. The business development committee may make rules for the
conduct of its business and appoint such committees and assistants as it may
deem necessary. A majority of the members of such committee shall constitute a
quorum.
SECTION 20. OTHER COMMITTEES. The board of directors may establish
other committees, each committee to consist of one or more directors, which
committees shall have such power and authority and shall perform such functions
as may be provided in such resolution. Unless the chair is appointed by the
board, each committee shall designate a chair by majority vote of the committee.
Each committee may make rules for the conduct of its business as it may deem
necessary. A majority of the members of each committee shall constitute a
quorum. Each committee shall act only on the affirmative vote of a majority of
the members present at a meeting.
SECTION 21. TRANSACTIONS WITH THE CORPORATION. A director of this
Corporation shall not be disqualified by his office from dealing or contracting
with this Corporation, either as a 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 contract, provided that such transaction or
contract is or shall be authorized, ratified or approved either (1) by vote of
the majority of a quorum of the board of directors or of the executive
committee, without counting in such majority or quorum any director so
interested or a shareholder or director of a corporation so interested; or (2)
by vote at a shareholders' meeting of the holders of a majority of all the
outstanding shares of the capital stock of the Corporation entitled to vote
thereon or by writing or writings signed by a majority of such holders; nor
shall any director be liable to account to the Corporation for any profits
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 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 in any other
manner provided by law.
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SECTION 22. INSURANCE, INDEMNIFICATION AND OTHER ARRANGEMENTS. Without
further specific approval of the shareholders of the Corporation, the
Corporation may purchase, enter into, maintain or provide insurance,
indemnification or other arrangements for the benefit of any person who is or
was a director, officer, employee or agent of the Corporation or is or was
serving another entity at the request of the Corporation as a director, officer,
employee, agent or otherwise, to the fullest extent permitted by the laws of the
State of Texas, including without limitation Art. 2.02-1 of the Texas Business
Corporation Act or any successor provision, against any liability asserted
against or incurred by any such person in any such capacity or arising out of
such person's service in such capacity whether or not the Corporation would
otherwise have the power to indemnify against any such liability under the Texas
Business Corporation Act. If the laws of the State of Texas are amended to
authorize the purchase, entering into, maintaining or providing of insurance,
indemnification or other arrangements in the nature of those permitted hereby to
a greater extent than presently permitted, then the Corporation shall have the
power and authority to purchase, enter into, maintain and provide any additional
arrangements in such regard as shall be permitted from time to time by the laws
of the State of Texas without further approval of the shareholders of the
Corporation. No repeal or modification of such laws or this Section 21 shall
adversely affect any such arrangement or right to indemnification existing at
the time of such repeal or modification.
SECTION 23. COMPENSATION OF DIRECTORS. 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 or the executive committee and all other committees, and to
determine the amount of such compensation and fees.
SECTION 24. AMENDMENT OF BYLAWS. These bylaws may be altered, changed
or amended as provided by statute, or at any meeting of the board of directors
by affirmative vote of a majority of all of the directors, if notice of the
proposed change has been delivered or mailed to the directors at least ten days
before the meeting; provided that the board of directors shall not make or alter
any bylaw fixing their number, qualifications, classification, or term of
office.
November 21, 2003
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