EXHIBIT 3.4
FORM OF
AMENDED AND RESTATED
BY-LAWS OF CTG RESOURCES, INC.
ARTICLE I
DIRECTORS
Section 1. The Board of Directors shall consist of not less than ten
(10) and not more than sixteen (16) persons who shall be stockholders of the
Company and who shall, except as provided in section 5 of this Article 1, be
elected by the stockholders by ballot in the manner prescribed by law and
according to the provisions of the Certificate of Incorporation of the
Company pertaining to classification of the Board of Directors.
Section 2. The directors of the company shall be divided into three
classes: Class I, Class II and Class III. Such classes shall be as nearly
equal in number as possible. The term of office of the initial Class I
directors shall expire at the annual meeting of stockholders in 1998; the
term of office of the initial Class II directors shall expire at the annual
meeting of stockholders in 1999; and the term of office of the initial Class
III directors shall expire at the annual meeting of stockholders in 2000; or
in each case thereafter when their respective successors are elected and
have qualified or upon their earlier death, resignation or removal. At
each annual election held after the initial election of directors according
to class, the directors chosen to succeed those whose terms then expire
shall be identified as being of the same class as the directors they succeed
and shall be elected for a term expiring at the third succeeding annual
meeting of stockholders or in each case thereafter when their respective
successors are elected and have qualified or upon their earlier death,
resignation or removal. If the number of directorships is changed, any
increase or decrease in directors shall be apportioned among the classes so
as to maintain all classes as nearly equal in number as possible. No
decrease in the number of directorships shall shorten the term of any direc-
tor. Any director elected to fill a vacancy not resulting from an increase
in the number of directorships shall have the same remaining term as that of
his predecessor. No qualification for the office of director shall apply to
any director in office at the time such qualification was adopted or any
successor director elected by the directors to fill the unexpired term of a
director.
Section 3. A regular meeting of the Board of Directors shall be held
without notice other than this By-law, immediately after, and at the same
place as, each annual meeting of stockholders. Additional regular meetings
of the Board of Directors may be held without notice at such time and such
place as shall from time to time be determined by the Board of Directors,
provided, however, that the Board of Directors shall meet at least quarter-
ly. Special meetings of the Board may be called at any time by the Chairman
or by the President, and also shall be called on the written request of a
majority of the Board addressed to the Chairman or the President.
Section 4. Notice of any special meeting shall be given to each
director at his business or residence in writing, by facsimile, telephone,
telegraph or other form of wire or wireless communication, or by mail or
private carrier. If mailed, such notice shall be deposited in the United
States mails so addressed, with postage thereon prepaid, at least five (5)
days before such meeting. If by facsimile or electronic transmission, such
notice shall be transmitted at least twenty-four (24) hours before such
meeting. If by telephone, the notice shall be given at least twelve (12)
hours prior to the time set for the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice of such meeting, except
for amendments to these By-laws as provided under Section 1 of Article XI
hereof. A meeting may be held at any time without notice if all the
directors are present or if those not present waive notice of the meeting in
writing, either before or after such meeting.
Section 5. At any meeting of the Board of Directors, a majority shall
be a quorum for the transaction of business, but any meeting may be ad-
journed from time to time by the vote of the directors present.
Section 6. A vacancy in the Board of Directors caused by a director's
death, resignation, removal from office, or order of a court, or caused by
an increase in the number of directorships within the range established by
the Certificate of Incorporation of the Company may be filled for the
applicable term by action of the sole remaining director in office or at a
meeting of the Board of Directors by the concurring vote of a majority of
the remaining directors in office, though such remaining directors are less
than a quorum, though the number of directors at the meeting is less than a
quorum and though such majority is less than a quorum.
Section 7. No director shall be removed except by the affirmative vote
of seventy-five percent (75%) or more of the outstanding shares of capital
stock of the Company entitled to vote generally in the election of
directors, considered as one class for the purpose of this Section 7 of
Article I.
ARTICLE II
INDEMNITY
Section 1. The Company shall indemnify its directors, officers,
employees and agents to the fullest extent permitted by law and the Certifi-
cate of Incorporation. The Company shall advance the payment of legal
expenses to a director, officer, employee or agent in the defense of any
claim for which indemnification may be available to the fullest extent
permitted by law and the Certificate of Incorporation.
ARTICLE III
OFFICERS
Section 1. The officers of the Company shall be a President, a
Secretary, a Treasurer and, at the discretion of the Board of Directors, a
Chairman and one or more Executive Vice Presidents, Senior Vice Presidents,
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and such other officers as the Board of Directors may deem
advisable. The chief executive officer shall be a director. One person may
hold two or more offices. All officers shall be elected or appointed
annually by the Board of Directors.
Section 2. The Board of Directors by a two-thirds vote of their number
shall have power to and may at any time remove from office any of the
officers elected or appointed by them.
Section 3. In case of death, removal or resignation of any of the
officers of the Company, the directors may supply the vacancy thus created
until the next election.
ARTICLE IV
DUTIES OF THE CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the Board
of Directors, shall, when present, preside at all meetings of the Board and
of the stockholders. He shall be an executive officer of the Company, shall
be the representative of the Board of Directors and, if the Board so
determines, shall be the chief executive officer of the Company, and, while
chief executive officer, his title shall be Chairman and Chief Executive
Officer. He shall perform such additional duties as may be assigned to him
from time to time by the Board.
Section 2. The President shall be an executive officer of the Company
and, if the Board of Directors so determines or does not fill the office of
Chairman, shall be the chief executive officer of the Company. If the
President be not the chief executive officer of the Company, he shall
perform such duties as shall be assigned to him by the Chairman or by the
Board of Directors.
Section 3. The chief executive officer of the Company shall have
direct and active supervision and control of the business and affairs of the
Company.
ARTICLE V
DUTIES OF THE VICE PRESIDENT
Section 1. The Executive Vice President, Senior Vice Presidents, Vice
Presidents, and Assistant Vice Presidents shall perform such duties as may
be assigned by the chief executive officer of the Board of Directors.
ARTICLE VI
DUTIES OF THE SECRETARY AND ASSISTANT SECRETARY
Section 1. The Secretary shall record all the votes of the Company and
the minutes of its transactions in a book to be kept for that purpose. He
shall under the direction of the chief executive officer be present at all
meetings of the Board and keep a record of proceedings in a minute book. He
shall notify the stockholders of the annual and any special meetings, and
shall notify the members of the Board of Directors of all regular and
special meetings of the Board. He shall have charge of the transfer of
stock and the registry of any bonds of the Company and shall keep records
thereof in such manner as the Board of Directors shall from time to time
direct. He shall perform all the duties that are customary and incident to
the office of Secretary in like companies.
Section 2. The Assistant Secretary shall perform the duties of the
Secretary in case of the absence or disability of the Secretary, and shall
at all times render such assistance as the Secretary may require.
ARTICLE VII
DUTIES OF THE TREASURER AND ASSISTANT TREASURERS
Section 1. The Treasurer shall keep full and accurate accounts of
receipts and disbursements and shall deposit the Company's funds in the name
and to the credit of the Company in such depositories as may be determined
by the Board of Directors. He shall have charge of the money, notes, bills
and checks of the Company, and may accept and endorse the same. He shall
make such reports of the receipts and disbursements in such form and detail
and at such time as the Board may direct.
Section 2. The Assistant Treasurer shall perform the duties of the
Treasurer in case of the absence or disability of the Treasurer, and shall
at all times render such assistance as the Treasurer may require.
Section 3. Checks on funds of the Company, except in payment of
dividends, shall be signed by any one of the following: the Chairman, the
President, a Vice President whose duties relate primarily to responsibility
for the financial aspects of the business of the Company, the Treasurer, an
Assistant Treasurer, the Controller and such other person or persons as the
Board of Directors may determine from time to time.
ARTICLE VIII
COMMITTEES
Section 1. The Board of Directors may create one or more committees
and appoint members of the Board to serve on them. Each committee shall
have two or more members, who shall serve at the pleasure of the Board. The
creation of a committee and appointment of members to it shall be approved
by the greater of a majority of all the directors in office when the action
is taken or the number of directors otherwise required to take action. A
committee may exercise any of the authority of the Board delegated to it;
except that a committee may not: (i) authorize distributions; (ii) approve
or propose to stockholders action for which Connecticut law requires
stockholder approval; (iii) fill vacancies on the Board or any Board
committee; (iv) amend the Certificate of Incorporation when the Board is
permitted to do so without stockholder approval; (v) adopt, amend or repeal
these By-laws; (vi) approve a plan of merger not requiring stockholder
approval; (vii) authorize or approve reacquisition of shares of Company
stock, except according to a formula or method prescribed by the Board; or
(viii) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares unless authorized by the Board
with specifically prescribed limits.
Section 2. There shall be an Executive Committee consisting of such
directors as may be chosen by the Board of Directors. The Executive
Committee shall have charge of all matters which may be referred to it by
the Board of Directors and generally have oversight and authority with
regard to all business of the Company when the Board of Directors is not in
session.
Section 3. There shall be an Audit Committee consisting of such
directors as may be chosen by the Board of Directors. The Audit Committee
shall recommend to the Board of Directors a firm of independent public
accountants to audit the books and accounts of the Company. The Committee
also shall review the reports prepared by the independent public accountants
and recommend to the directors any actions deemed appropriate in connection
with the reports. The Committee shall have such other powers and duties as
the Board may designate.
Section 4. There shall be a Compensation Committee consisting of such
directors as may be chosen by the Board of Directors. The Compensation
Committee shall establish salaries and benefits for all officers, subject to
approval by the directors. The Committee shall approve all organizational
matters pertaining to officers and employees and review all Company compen-
sation and benefit programs, subject also to approval. The Committee shall
have such other powers and duties as the Board may designate.
Section 5. There shall be a Committee on Directors consisting of such
directors as may be chosen by the Board of Directors. The Committee on
Directors shall consider candidates for vacancies among directors, including
written stockholder recommendations, and recommend nominees when the need
arises. The Committee also shall recommend assignments of directors to the
various committees of the Board of Directors. The Committee shall have such
other powers and duties as the Board may designate.
Section 6. There shall be a Pension & Investment Committee consisting
of such directors as may be chosen by the Board of Directors. The Pension &
Investment Committee shall oversee the financial management of all qualified
and non-qualified plans of deferred compensation, trusts relating to such
plans, and similar arrangements sponsored by the Company. The Committee
shall recommend contributions and amendments to such plans, and shall have
the authority to select, remove, review the performance of, and allocate
assets among managers, trustees, insurance companies and other financial
advisors as necessary to fully discharge its duties. The Committee shall
have such other powers and duties as the Board may designate.
Section 7. All committees shall report their actions and recommenda-
tions to the Board of Directors at the next ensuing meeting of the Board. A
majority of each committee shall constitute a quorum for the transaction of
business. The Board of Directors shall fix the remuneration of directors
and for membership on committees.
ARTICLE IX
MEETING OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the Company for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held on such day and at such hour
as shall be determined by resolution of the Board of Directors.
A special meeting of the stockholders shall be called at any time by
the Chairman of the Board, by the Secretary in conformity with the vote of
the Board of Directors, on the written request of a majority of the direc-
tors addressed to the chief executive officer of the Company or by the
president on the written request of stockholders holding at least thirty-
five percent (35%) of the voting power of all shares entitled to vote.at the
meeting.
Section 2. Written or printed notice, stating the place, day and hour
of the meeting and the purpose or purposes for which the meeting is called,
shall be prepared and delivered by the Company not less than ten (10) days
nor more than sixty (60) days before the date of the meeting, either
personally, or by mail, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid, addressed
to the stockholder at his address as it appears on the stock transfer books
of the Company. Such further notice shall be given as may be required by
law. Meetings may be held without notice if all stockholders entitled to
vote are present, or if notice is waived by those not present. Any previ-
ously scheduled meeting of the stockholders may be postponed by resolution
of the Board of Directors upon public notice given prior to the time
previously scheduled for such meeting of stockholders.
Section 3. Except as otherwise provided by law or by the Certificate
of Incorporation, the holders of a majority of the voting power of the
outstanding shares of the Company entitled to vote generally in the election
of directors (the "Voting Stock"), represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, except that when specified
business is to be voted on by a class or series voting as a class, the
holders of a majority of the shares of such class or series shall constitute
a quorum for the transaction of such business. The chairman of the meeting
or the holders of a majority of the voting power of the shares of Voting
Stock so represented may adjourn the meeting from time to time, whether or
not there is such a quorum (or in the case of specified business to be voted
on by a class or series, the chairman or, the holders of a majority of the
shares of such class or series so represented may adjourn the meeting with
respect to such specified business). No notice of the time and place of
adjourned meetings need be given except as required by law. The stockhold-
ers present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
Section 4. Stockholders may vote at any meeting either in person or by
proxy, but all proxies shall be in writing. Partnerships may sign the firm
name and the signature of any general partner thereof shall be sufficient.
Corporations may execute their proxies by the signature of the President,
attested by that of the Secretary and the corporate seal of the corporation.
Section 5. (A) Annual Meetings of Stockholders. (1) Nominations of
persons for election to the Board of Directors of the Company and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Company's notice of
meeting delivered pursuant to Section 2 of Article IX of these By-laws, (b)
by or at the direction of the Chairman or the Board of Directors or (c) by
any stockholder of the Company who is entitled to vote at the meeting, who
complied with the notice procedures set forth in clauses (2) and (3) of this
paragraph (A) and this By-law and who was a stockholder of record at the
time such notice is delivered to the Secretary of the Company.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of para-
graph (A)(1) of this By-law, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Company not less than seventy (70) days nor more
than ninety (90) days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than twenty (20) days, or delayed by more
than seventy (70) days, from such anniversary date, notice by the stockhold-
er to be timely must be so delivered not earlier than the ninetieth (90th)
day prior to such annual meeting and not later than the close of business on
the later of the seventieth (70th) day prior to such annual meeting or the
tenth (10th) day following the day on which public announcement of the date
of such meeting is first made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate for election
or reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including such person's written consent to being named in the proxy state-
ment as a nominee and to serving as a director if elected; (b) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if
any, on whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Company's books, and of such beneficial owner and (ii)
the class and number of shares of the Company which are owned beneficially
and of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Company is in-
creased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by
the Company at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this By-
law shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Company not later than
the close of business on the tenth (10th) day following the day on which
such public announcement is first made by the Company.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Company's notice of meeting pursuant to
Section 2 of Article IX of these By-laws (including any such notice upon the
request of the holders of thirty-five percent (35%) of the voting power of
the shares entitled to vote at the meeting). Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the notice of
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Company who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this By-law and who is a
stockholder of record at the time such notice is delivered to the Secretary
of the Company. Nominations by stockholders of persons for election to the
Board of Directors may be made at such a special meeting of stockholders if
the stockholder's notice as required by paragraph (A)(2) of this By-law
shall be delivered to the Secretary at the principal executive offices of
the Company not earlier than the ninetieth (90th) day prior to such special
meeting and not later than the close of business on the later of the
seventieth (70th) day prior to such special meeting or the tenth (10th) day
following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting.
(C) General. (1) Only persons who are nominated in accordance with
the procedures set forth in this By-law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stock-
holders as shall have been brought before the meeting in accordance with the
procedures set forth in this By-law. Except as otherwise provided by law,
the Certificate of Incorporation or these By-laws, the chairman of the
meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in accor-
dance with the procedures set forth in this By-law and, if any proposed
nomination or business is not in compliance with this By-law, to declare
that such defective proposal or nomination shall be disregarded.
(2) For purposes of this By-law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-law. Nothing in this By-law shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 6. The chairman of the meeting shall fix and announce at the
meeting the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.
ARTICLE X
CERTIFICATES OF STOCK
Section 1. Certificates of stock shall be issued to the stockholders
and transfer of them made by the Secretary when required. The certificates
shall be signed by the Chairman, the President or Vice President and by the
Secretary or Assistant Secretary, the signatures of whom may be facsimiles,
countersigned by the transfer agent, and sealed with the common seal of the
Company or a facsimile thereof. A transfer agent and a registrar of the
stock may be appointed by the Board of Directors. Transfers of stock shall
be made upon the books of the Company by the stockholder in person or by
attorney duly authorized upon surrender of the certificates.
Section 2. The Board of Directors may close the transfer books in its
discretion for a period not exceeding ten (10) days preceding any meeting of
the stockholders or preceding the day appointed for the payment of a
dividend and the Board may in its discretion fix a record date for the
determination of stockholders entitled to a vote at any meeting or to
receive the payment of a dividend.
ARTICLE XI
AMENDMENTS TO THE BY-LAWS
Section 1. Amendments to the By-laws may be made at any special or
stated meeting of the Board of Directors by vote or consent of at least two-
thirds of the entire number of directors, provided that no amendment shall
be made unless the notice of the meeting shall specify the amendment as the
purpose or one of the purposes of the meeting.
Section 2. Amendments to the By-laws may be made at any annual or
special meeting of the stockholders by vote of the holders of at least two-
thirds of the voting power of shares entitled to vote thereon, provided that
no amendment shall be made unless the notice of the meeting shall specify
the amendment as the purpose or one of the purposes of the meeting.