BY-LAWS
OF
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
Effective as of June 23, 1998
SECTION 1. The annual meeting of stockholders of the Company for the
election of Trustees and such other business as may properly come before such
meeting shall be held on the third Monday in May in each year at such hour and
at such place in the City of New York or the County of Westchester as may be
designated by the Board of Trustees.
SECTION 2. Special meetings of the stockholders of the Company may be held
upon call of the Chairman of the Board, the Vice Chairman of the Board, the
President, the Board of Trustees, or stockholders holding one-fourth of the
outstanding shares of stock entitled to vote at such meeting.
SECTION 3. Notice of the time and place of every meeting of stockholders,
the purpose of such meeting and, in case of a special meeting, the person or
persons by or at whose direction the meeting is being called, shall be mailed by
the Secretary, or other officer performing his duties, at least ten days, but
not more than fifty days, before the meeting to each stockholder of record, at
his last known Post Office address; provided, however, that if a stockholder 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 such
stockholder of notice of such meeting is unnecessary.
SECTION 4. The holders of a majority of the outstanding shares of stock of
the Company, entitled to vote at a meeting, present in person or by proxy shall
constitute a quorum, but less than a quorum shall have power to adjourn.
SECTION 5. The Chairman of the Board, or in his absence the Vice Chairman
of the Board, or in his absence the President shall preside over all meetings of
stockholders. In their absence one of the Vice Presidents shall preside over
such meetings. The Secretary of the Board of Trustees shall act as Secretary of
such meeting, if present. In his absence, the Chairman of the meeting may
appoint any person to act as Secretary of the meeting.
SECTION 6. At each meeting of stockholders at which votes are to be taken
by ballot there shall be at least two and not more than five inspectors of
election and of stockholders' 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. The Board of Trustees may, in their discretion, appoint one or
more transfer agents, paying agents and/or registrars of the stock of the
Company.
SECTION 8. The affairs of the Company shall be managed under the direction
of a Board consisting of eleven Trustees, who shall be elected annually by the
stockholders by ballot and shall hold office until their successors are elected
and qualified. Vacancies in the Board of Trustees may be filled by the Board at
any meeting, but if the number of Trustees is increased or decreased by the
Board by an amendment of this section of the By-laws, such amendment shall
require the vote of a majority of the whole Board. Members of the Board of
Trustees 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 Trustees or the stockholders 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 Trustee 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 Trustees shall be held at the time and
place fixed by resolution of the Board or upon call of the Chairman of the
Board, the Vice Chairman of the Board, the President, or a Vice President or any
two Trustees. The Secretary of the Board or officer performing his duties shall
give 24 hours' notice of all meetings of Trustees; provided that a meeting may
be held without notice immediately after the annual election of Trustees, 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
Trustees 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, or delivering by
hand, to the usual business address or residence of the Trustee not less than
the time above specified before the meeting shall be sufficient. A Majority of
the Trustees in office shall constitute a quorum, but less than such quorum
shall have power to adjourn. The Chairman of the Board or, in his absence the
Vice Chairman of the Board or, in his absence a Chairman pro term elected by the
meeting from among the Trustees present shall preside at all meetings of the
Board. Any one or more members of the Board may participate in a special 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 special 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; provided, however, that no action taken by
the Board by unanimous written consent shall be taken in lieu of a regular
monthly meeting of the Board. 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 Trustees, as soon as may be after the election of
Trustees 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 Vice
Chairman of the Board and 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 the offices of President and Secretary.
SECTION 11. The term of office of all officers shall be until the next
election of Trustees and until their respective successors are chosen and
qualify, but any officer may be removed from office at any time by the Board of
Trustees. Vacancies among the officers may be filled by the Board of Trustees at
any meeting.
SECTION 12. 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 Trustees 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 Trustees or the Executive Committee. The Vice Chairman of the Board
shall have such powers and duties as may from time to time be conferred upon him
by the Board of Trustees, the Executive Committee or the Chairman of the Board.
In the absence or disability of the Chairman of the Board, the Vice Chairman of
the Board shall perform the duties and exercise the powers of the Chairman of
the Board. 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 Trustees, the Executive Committee, the Chairman of the
Board, the Vice 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 Trustees, the Executive Committee, the Chairman of the Board, the Vice
Chairman of the Board or the President.
SECTION 13. The Board of Trustees, as soon as may be after the election of
Trustees in each year, may by a resolution passed by a majority of the whole
Board, appoint an Executive Committee, to consist of the Chairman of the Board
(and in his absence the Vice Chairman of the Board) and three or more additional
Trustees 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 the By-laws shall have authority
as to any of the following
matters: the submission to stockholders of any action as to which
stockholders' authorization is required by law; the filling of vacancies on the
Board or on any committee thereof; the fixing of compensation of any Trustee 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 such 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 said Executive
Committee shall constitute a quorum. The Chairman of the Board or, in his
absence a Chairman pro term 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 Trustees 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 such committee. The Board of
Trustees may also from time to time appoint other committees consisting of three
or more Trustees with such powers as may be granted to them by the Board of
Trustees, 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 such 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 such 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 such 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 such committee shall be filed
with the minutes of the proceedings of such committee.
SECTION 14. The Board of Trustees are authorized to select such
depositories as they shall deem proper for the funds of the Company. All checks
and drafts against such deposited funds shall be signed by such person or
persons and in such manner as may be specified by the Board of Trustees.
SECTION 15. The Company shall fully indemnify in all circumstances to the
extent not prohibited by law any person made, or threatened to be made, a party
to an action or proceeding, whether civil or criminal, including an
investigative, administrative or legislative proceeding, and including an action
by or in the right of the Company or any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, by reason of the fact that he, his testator or
intestate, is or was a Trustee or officer of the Company, or is or was serving
at the request of the Company any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, as a director, officer or in any other capacity
against any and all judgments, fines, amounts paid in settlement, and expenses,
including attorneys' fees, actually and reasonably incurred as a result of
or in connection with any such action or proceeding or related appeal; provided,
however, that no indemnification shall be made to or on behalf of any Trustee,
director or officer if a judgment or other final adjudication adverse to the
Trustee, director or officer establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally entitled; and,
except in the case of an action or proceeding specifically approved by the Board
of Trustees, the Company shall pay expenses incurred by or on behalf of such a
person in defending such a civil or criminal action or proceeding (including
appeals) in advance of the final disposition of such action or proceeding
promptly upon receipt by the Company, from time to time, of a written demand of
such person for such advancement, together with an undertaking by or on behalf
of such person to repay any expenses so advanced to the extent that the person
receiving the advancement is ultimately found not to be entitled to
indemnification for such expenses; and the right to indemnification and
advancement of defense expenses granted by or pursuant to this by-law (i) shall
not limit or exclude, but shall be in addition to, any other rights which may be
granted by or pursuant to any statute, certificate of incorporation, by-law,
resolution or agreement, (ii) shall be deemed to constitute contractual
obligations of the Company to any Trustee, director or officer who serves in
such capacity at any time while this by-law is in effect, (iii) are intended to
be retroactive and shall be available with respect to events occurring prior to
the adoption of this by-law and (iv) shall continue to exist after the repeal or
modification hereof with respect to events occurring prior thereto. It is the
intent of this by-law to require the Company to indemnify the persons referred
to herein for the aforementioned judgments, fines, amounts paid in settlement
and expenses, including attorneys' fees, in each and every circumstance in which
such indemnification could lawfully be permitted by an express provision of a
by-law, and the indemnification required by this by-law shall not be limited by
the absence of an express recital of such circumstances. The Company may, with
the approval of the Board of Trustees, enter into an agreement with any person
who is, or is about to become, a Trustee or officer of the Company, or who is
serving, or is about to serve, at the request of the Company, any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, as a director,
officer or in any other capacity, which agreement may provide for
indemnification of such person and advancement of defense expenses to such
person upon such terms, and to the extent, as may be permitted by law.
SECTION 16. Wherever the expression "Trustees" or "Board of Trustees" is
used in these By-laws the same shall be deemed to apply to the Directors or
Board of Directors, as the case may be, if the designation of those persons
constituting the governing board of this Company is changed from "Trustees" to
"Directors".
SECTION 17. Either the Board of Trustees or the stockholders may alter or
amend these By-laws at any meeting duly held as above provided, the notice of
which includes notice of the proposed amendment.
EMERGENCY BY-LAWS
OF
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
As Amended
February 23, 1966
Effective May 16, 1966
SECTION 1. These Emergency By-laws may be declared effective by the Defense
Council of New York as constituted under the New York State Defense Emergency
Act in the event of attack and shall cease to be effective when the Council
declares the end of the period of attack.
SECTION 2. In the event of attack and until the Defense Council declares
the end of the period of attack the affairs of the Company shall be managed by
such Trustees theretofore elected as are available to act, and a majority of
such Trustees shall constitute a quorum. In the event that there are less than
three Trustees available to act, then and in that event the Board of Trustees
shall consist of such Trustees theretofore elected and available to act plus
such number of senior officers of the Company not theretofore elected as
Trustees as will make a Board of not less than three nor more than five members.
The Board as so constituted shall continue until such time as the Defense
Council declares the end of the period of attack and their successors are duly
elected.
SECTION 3. The By-laws of the Company shall remain in effect during the
period of emergency to the extent that said By-laws are not inconsistent with
these Emergency By-laws.