BY-LAWS
OF
CONSOLIDATED EDISON, INC.
Effective as of June 23, 1998
SECTION 1. Meetings of the shareholders of the Company may be held at such time
and at such place within or without the State of New York as may be designated
by the Board of Directors or stockholders holding one-fourth of the outstanding
shares entitled to vote at such meeting, except that the annual meeting of
shareholders of the Company for the election of Directors and such other
business as may properly come before such meeting shall be held on the third
Monday in May of each year, unless otherwise determined by the Board of
Directors.
SECTION 2. Notice of the time and place of each shareholders' meeting and the
purpose of the meeting shall be mailed by the Secretary of the Company, or other
officer performing his or her duties, not less than the minimum nor more than
the maximum number of days permitted under New York law, to each shareholder of
record, at his or her last known Post Office address; provided, however, that if
a shareholder be present at a meeting, in person or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice of such meeting, or in
writing waives notice thereof before or after the meeting, the mailing to the
shareholder of notice of the meeting is unnecessary.
SECTION 3. The holders of a majority of the outstanding shares of the Company
entitled to vote at a shareholders' meeting, present in person or by proxy,
shall constitute a quorum, but less than a quorum shall have power to adjourn.
SECTION 4. The Chairman of the Board of Directors, or in his or her absence the
President of the Company, shall preside over each shareholders' meeting as
Chairman of the meeting. In their absence, a Vice President designated by the
Board of Directors shall preside as Chairman of the meeting. The Chairman of the
meeting is authorized to establish such procedures for the conduct of the
meeting, and to make all determinations with respect to the conduct of the
meeting, that the Chairman, in his or her sole discretion, deems appropriate,
including determinations as to whether business was properly brought before the
meeting. If the Chairman of the meeting shall determine, in his or her sole
discretion, that any business was not properly brought before the meeting or was
not in compliance, or conflicts, with the procedures for the conduct of the
meeting, these By-laws, the Company's Certificate of Incorporation or any
applicable law or regulation, then such business shall not be voted upon, or
otherwise considered, at the meeting. The Secretary of the Company shall act as
Secretary of the meeting, if present. In his or her absence, the Chairman of the
meeting may appoint any person to act as Secretary of the meeting.
SECTION 5. A shareholders' meeting may be adjourned by the Chairman of the
meeting, or by the vote of a majority of the shares of the Company that are
represented, in person or by proxy, at the meeting whether or not a quorum is
present.
SECTION 6. At each meeting of shareholders at which votes are to be taken by
ballot there shall be at least two and not more than five inspectors of election
of shareholders' votes, who shall be either designated prior to such meeting by
the Board of Trustees or, in the absence of such designation, appointed by the
Chairman of the meeting.
SECTION 7. Business properly brought before any shareholders' meeting shall
include matters specifically set forth in the Company's notice of the meeting
given to shareholders and matters which the Chairman of the meeting, in his or
her sole discretion, causes to be placed on the agenda of any such meeting. Such
business shall also include any proposal of a shareholder of this Company and
any nomination by a shareholder of a person or persons for election as director
or directors, if such shareholder has made a written request to this Company to
have such proposal or nomination considered at such meeting, as provided herein,
and further provided that such proposal or nomination is otherwise proper for
consideration under the procedures for the conduct of the meeting, these
By-laws, the Company's Certificate of Incorporation or any applicable law or
regulation.
Written notice of any proposal to be presented by any shareholder or any person
to be nominated by any shareholder for election as a Director must be received
by the Secretary of the Company at its principal executive office not less than
70 nor more than 90 days prior to the anniversary date of the previous year's
annual meeting (the anniversary date for the Company's first annual meeting
shall be deemed to be May 19, 1998); provided, however, that if the date of the
annual meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than 80 days prior to the date of the meeting, such notice shall
be given not more than ten days after such date is first so announced or
disclosed. Public notice shall be deemed to have been given more than 80 days in
advance of the annual meeting if the Company shall have previously disclosed, in
these By-laws or otherwise, that the annual meeting in each year is to be held
on a determinable date, unless and until the Board of Directors determines to
hold the meeting on a different date.
A shareholder's notice of any proposal shall set forth the text of the proposal,
a brief statement of the reasons why the shareholder favors the proposal, the
shareholder's name and address, the number and class of all shares of the
Company beneficially owned by the shareholder, any material interest of the
shareholder in the proposal and, if the shareholder intends to solicit proxies
in support of the proposal, a statement to that effect.
A shareholder's notice of any person to be nominated by the shareholder for
election as a Director shall set forth the name of the person to be nominated,
the number and class of all shares of the Company beneficially owned by the
shareholder's nominee, any information regarding the shareholder's nominee that
would have been required to be included in a proxy statement filed pursuant to
the rules under the Securities Exchange Act of 1934, as amended, if proxies for
such shareholder's nominee had been solicited by the Board of Directors, the
signed consent of the shareholder's nominee to serve as a Director if elected,
the shareholder's name and address, the number and class of all shares of the
Company beneficially owned by the shareholder, a description of all arrangements
or understandings between the shareholder and the shareholder's nominee or any
other person or persons (naming such person or persons) with respect to the
nomination of the shareholder's nominee and, if the shareholder intends to
solicit proxies in support of the proposal, a statement to that effect. .
SECTION 8. The affairs of the Company shall be managed under the direction of
the Board of Directors, who shall be elected annually by the shareholders by
ballot and shall hold office until their successors are elected and qualified.
Vacancies in the Board of Directors may be filled by the Board by the vote of a
majority of Directors then in office. Members of the Board of Directors shall be
entitled to receive such reasonable fees or other forms of compensation, on a
per diem, annual or other basis, as may be fixed by resolution of the Board of
Directors or the shareholders in respect of their services as such, including
attendance at meetings of the Board and its committees; provided, however, that
nothing herein contained shall be construed as precluding any Director from
serving the Company in any capacity other than as a member of the Board or a
committee thereof and receiving compensation for such other services.
SECTION 9. Meetings of the Board of Directors shall be held at the time and
place fixed by resolution of the Board or upon call of the Chairman of the
Board, the President, or any three Directors. The Secretary of the Company or
officer performing his duties shall give 24 hours' notice of all meetings of the
Board provided that a meeting may be held without notice immediately after the
annual election of Directors, and notice need not be given of regular meetings
held at times fixed by resolution of the Board. Meetings may be held at any time
without notice if all the Directors are present and none protests the lack of
notice either prior to the meeting or at its commencement, or if those not
present waive notice either before or after the meeting. Notice by mailing or
telegraphing, telecopying, electronically mailing or delivering by hand, to the
usual business address, residence or electronic mailbox of the Director not less
than the time above specified before the meeting shall be sufficient. A majority
of the Directors in office, but not less than one-third of the entire Board,
shall constitute a quorum, but less than a quorum shall have power to adjourn.
The Chairman of the Board or, in his or her absence, a Chairman pro tem elected
by the meeting from among the Directors present shall preside at all meetings of
the Board. Any one or more members of the Board may participate in a meeting of
the Board by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such
meeting. Any action required or permitted to be taken by the Board may
be taken without a meeting if all members of the Board consent in writing to
the adoption of a resolution authorizing the action. Each resolution so adopted
and the written consents thereto by the members of the Board shall be filed with
the minutes of the proceedings of the Board.
SECTION 10. The Board of Directors, as soon as may be after the election of
Directors in each year, may by a resolution passed by a majority of the entire
Board, appoint an Executive Committee, to consist of the Chairman of the Board
and three or more additional Directors as the Board may from time to time
determine, which shall have and may exercise during the intervals between the
meetings of the Board all the powers vested in the Board except that neither the
Executive Committee nor any other committee appointed pursuant to this section
of these By-laws shall have authority as to any of the following matters: the
submission to shareholders of any action as to which shareholders' authorization
is required by law; the filling of vacancies on the Board or on any committee
thereof; the fixing of compensation of any Directors for serving on the Board or
on any committee thereof; the amendment or repeal of these By-laws; or the
adoption of new By-laws; and the amendment or repeal of any resolution of the
Board which by its terms shall not be so amendable or repealable. The Board
shall have the power at any time to change the membership of the Executive
Committee and to fill vacancies in it. The Executive Committee may make rules
for the conduct of its business and may appoint such committees and assistants
as it may deem necessary. Four members of the Executive Committee shall
constitute a quorum. The Chairman of the Board or, in his or her absence, a
Chairman pro tem elected by the meeting from among the members of the Executive
Committee present shall preside at all meetings of the Executive Committee. The
Board may designate one or more Directors as alternate members of any committee
appointed pursuant to this section of the By-laws who may replace any absent
member or members at any meeting of the committee. The Board of Directors may
also from time to time appoint other committees consisting of three or more
Directors with such powers as may be granted to them by the Board of Directors,
subject to the restrictions contained in this section of the By-laws. Any one or
more members of any committee appointed pursuant to this section may participate
in any meeting of the committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at the meeting. Any action required or permitted to be taken
by any committee appointed pursuant to this section may be taken without a
meeting if all members of the committee consent in writing to the adoption of a
resolution authorizing the action. Each resolution so adopted and the written
consents thereto by the members of the committee shall be filed with the minutes
of the proceedings of the committee.
SECTION 11. The Board of Directors, as soon as may be after the election of
Directors in each year, shall elect from their number a Chairman of the Board,
who shall be the chief executive officer of the Company, and shall elect a
President. The Board shall also elect one or more Vice Presidents, a Secretary
and a Treasurer, and may from time to time elect such other officers as they may
deem proper. Any two or more offices may be held by the same person, except as
otherwise may be required by law.
SECTION 12. The term of office of all officers shall be until the next election
of Directors and until their respective successors are chosen and qualify, but
any officer may be removed from office at any time by the Board of Directors.
Vacancies among the officers may be filled by the Board of Directors at any
meeting.
SECTION 13. The Chairman of the Board and the President shall have such duties
as usually pertain to their respective offices, except as otherwise directed by
the Board of Directors or the Executive Committee, and shall also have such
powers and duties as may from time to time be conferred upon them by the Board
of Directors or the Executive Committee. In the absence or disability of the
Chairman of the Board, the President shall perform the duties and exercise the
powers of the Chairman of the Board. In the absence or disability of the
President, one of the Vice Presidents, as designated by the Board of Directors,
shall perform the duties and exercise the powers of the President . The Vice
Presidents and the other officers of the Company shall have such duties as
usually pertain to their respective offices, except as otherwise directed by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President, and shall also have such powers and duties as may from time to time
be conferred upon them by the Board of Directors, the Executive Committee, the
Chairman of the Board or the President.
SECTION 14. The Board of Directors shall select such depositories as they shall
deem proper for the funds of the Company. All checks and other transfers of such
deposited funds shall be authorized only pursuant to resolutions of the Board of
Directors. No officers, agents, employees of the Company, or other person, alone
or with others, shall have power to make any checks, notes, drafts or other
negotiable instruments in the name of the Company or to bind the Company
thereby, except pursuant to resolutions of the Board of Directors.
SECTION 15. The Board of Directors may, in their discretion, appoint one or more
transfer agents, paying agents and/or registrars of the stock of the Company.
SECTION 16. The Company shall limit the liability to the Company of, and
indemnify, Directors and officers of the Company and other persons serving at
the request of the Company any other enterprise as a director, officer or in any
other capacity as and to the extent provided in the Certificate of Incorporation
of the Company.