EXHIIBIT 3.2
BYLAWS
OF
PNM RESOURCES, INC.
With all Amendments to and Including February 18, 2003
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BYLAWS
OF
PNM RESOURCES, INC.
ARTICLE I
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MEETINGS OF SHAREHOLDERS
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Section 1. Meetings
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The annual meeting of shareholders shall be held at the time and place
set by resolution of the Board of Directors for the election of directors and
the transaction of such other business as may properly come before the meeting.
Special meetings may be called by a majority of the Board of Directors,
the Chairman of the Board, the President or by holders of not less than
one-tenth of all the shares entitled to vote at the meeting.
Section 2. Notice
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Written notice of any meeting stating the time and place, and if a
special meeting, the purpose, of the meeting shall be mailed to each shareholder
of record entitled to vote at the meeting at the address of the shareholder as
it appears on the stock transfer books of the Corporation, except as otherwise
provided by law. Notices of special meetings called by a majority of the Board
of Directors, the Chairman of the Board or the President, and of annual meetings
shall be mailed not less than ten (10) days nor more than fifty (50) days before
the meeting. Notices of other special shareholder meetings shall be mailed not
less than forty (40) days nor more than fifty (50) days before the date of the
meeting.
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Section 3. Adjournment
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Whenever a quorum is not present at any meeting of the shareholders, or
whenever it may be deemed desirable, a majority in interest of the shareholders
present in person or by proxy may adjourn the meeting from time to time to any
future date, without notice other than by announcement at the meeting. At any
continuation of the adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting originally
scheduled.
Section 4. Order of Business
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(a) The Chairman of the Board, or in the absence of the Chairman, the
President, or in their absence, a director designated by the Board of Directors,
shall call meetings of the shareholders to order and shall act as Chairman of
the meeting. The shareholders may appoint any shareholder or the proxy of any
shareholder to act as Chairman of any meeting of the shareholders in the absence
of the Chairman of the Board, President and a director designated by the Board
to serve as Chairman of the meeting. The Secretary, or in the absence of the
Secretary, an Assistant Secretary, shall act as Secretary at all meetings of the
shareholders, but in the absence of the Secretary and Assistant Secretary at any
meetings of the shareholders, the Chairman of the meeting may appoint any person
to act as Secretary of the meeting.
(b) The Chairman of the meeting shall have the right to determine the
order of business at the meeting, to prescribe the rules and procedures for the
conduct of the meeting, and to do all things necessary or desirable for the
proper conduct of the meeting, including maintenance of order and safety and
limitations on the time allotted to questions or comments on the affairs of the
Corporation.
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(c) The only business that may be conducted at an annual meeting of
shareholders is that business which has been brought before the meeting: (i) by
or at the direction of the Chairman of the meeting; (ii) pursuant to the notice
of the meeting; or (iii) by any shareholder who is a holder of record at the
time of the giving of the notice of the meeting who is entitled to vote at the
meeting and who complies with the procedures set forth in Section 4 (d).
(d) For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice of the proposal in
proper written form to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
Secretary's office at least ninety (90) days before the date on which the proxy
materials for the prior year's annual meeting of shareholders were first mailed.
To be in proper written form, a shareholder's notice to the Secretary shall set
forth in writing as to each matter the shareholder proposes to bring before the
annual meeting: (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting the business at the
annual meeting; (ii) the name and address of the shareholder proposing the
business and all persons or entities acting in concert with the shareholder;
(iii) the class and number of shares of the Corporation which are beneficially
owned by the shareholder and all persons or entities acting in concert with the
shareholder; and (iv) any material interest of the shareholder in the proposed
business. These notice requirements will be satisfied by a shareholder if the
shareholder has notified the Secretary of the Corporation of his or her
intention to present a proposal at an annual meeting and the proposal has been
included in a proxy statement that has been prepared by management of the
Corporation to solicit proxies for the annual meeting. If, however, the
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shareholder does not appear or send a qualified representative to present the
proposal at the annual meeting, the proposal shall not be presented for a vote
at the meeting, even though proxies regarding that vote have been received by
the Corporation.
Section 5. Inspectors
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At each meeting of the shareholders at which a vote by ballot is taken,
the polls shall be opened and closed, the proxies and ballots shall be
collected, and the validity of proxies and the acceptance or rejection of votes
shall be decided by two inspectors. No person who is a candidate for the office
of director shall act as inspector of any election for directors. The inspectors
shall be appointed by the Board of Directors before the meeting or, if no
appointment has been made, then by the Chairman of the meeting. If for any
reason any of the inspectors previously appointed fails to attend or refuses or
is unable to serve, those inspectors not serving shall be replaced by inspectors
appointed by the Chairman of the meeting.
Section 6. Voting
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At meetings of shareholders, every shareholder having voting rights as
provided for in the Articles of Incorporation shall be entitled to one (1) vote
for each share of stock outstanding in the name of the shareholder on the books
of the Corporation on the date on which shareholders entitled to vote are
determined or as otherwise provided for in the Articles of Incorporation. Each
shareholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing or other manner authorized by the Board of Directors to
the extent permitted by law. If the instrument designates two (2) or more
persons to act as proxies, a majority of the proxies present at the meeting may
exercise all of the powers conferred by the instrument unless the instrument
provides otherwise. No proxy shall be voted at any meeting or continuation of an
adjourned meeting other than that for which the proxy is given.
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In all elections for directors, voting shall be by written ballot, or
by electronic, telephonic or other process as the Board of Directors may
authorize, to the extent permitted by law.
The Board of Directors may fix a date in advance not exceeding fifty
(50) days before the date of any meeting of shareholders as a record date for
the determination of shareholders entitled to notice of and to vote at the
meeting. Only shareholders of record on the date so fixed shall be entitled to
notice of and to vote at the meeting.
ARTICLE II
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DIRECTORS
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Section 1. Number, Election and Terms
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The business and property of the Corporation shall be managed under the
direction of the Board of Directors. The Board of Directors shall, by
resolution, fix the number of directors which shall be no less than five (5) and
no more than twelve (12) in number who shall be elected in three classes, as
equal in number as possible, known as classes "A," "B" and "C."
(Effective July 1, 2001).
Section 2. Compensation
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Directors shall receive compensation for their services as directors as
may be fixed by resolution of the Board of Directors, including reimbursement
for expenses for Board related services.
Section 3. Meetings
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The meetings of the Board of Directors shall be held at the times and
places designated by the Board of Directors. The annual meeting of the Board of
Directors for the election of officers and such other business as may properly
come before the meeting shall be held immediately following the annual meeting
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of shareholders. Special meetings of the Board of Directors shall be held
whenever called at the direction of the Chairman of the Board, the President, or
any two (2) directors if there are less than nine (9) directors on the Board, or
any three (3) directors if there are nine (9) or more directors on the Board.
Section 4. Notice
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No notice shall be required of any annual or regular meeting of the
Board of Directors unless the place has been changed from that last designated
by the Board of Directors. Notice of any annual or regular meeting, when
required, or of any special meeting, of the Board of Directors shall be given to
each director in writing or by telephone at least twenty-four (24) hours before
the time fixed for the meeting. Notice may be waived by any director. Unless
otherwise indicated in the notice, any and all business may be transacted at a
special meeting. At any meeting at which every director is present, even without
notice, any business may be transacted.
Section 5. Adjournments
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Any annual, regular or special meeting of the Board of Directors may be
adjourned from time to time by the members present whether or not a quorum is
present, and no notice shall be required of any continuation of an adjourned
meeting beyond the announcement at the adjourned meeting.
Section 6. Indemnification
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Each person serving as a director or an officer of the Corporation, or,
at the request of the Corporation, as a director or an officer of any other
company in which the Corporation has a financial interest and regardless of
whether or not the person is then in office, and the heirs, executors,
administrators and personal representatives of the person, shall be indemnified
by the Corporation to the full extent of the authority of the Corporation to so
indemnify as authorized by New Mexico law.
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Section 7. Committees
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The Board of Directors may designate from among its members one (1) or
more committees, to exercise the power and authority and perform the functions
that the Board may determine, except as may be limited by law.
ARTICLE III
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CONTRACTS AND NEGOTIABLE INSTRUMENTS
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Section 1. Authority to Sign Contracts
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Unless the Board of Directors shall otherwise specifically direct, all
contracts, instruments, documents or agreements of the Corporation shall be
executed in the name of the Corporation by the President, or any Vice President,
or any other employee, if approved by the President by either administrative
policy letter or specific written designation. It shall not be necessary that
the corporate seal be affixed to any contract.
Section 2. Authority to Sign Negotiable Instruments
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Except as otherwise authorized by the Board of Directors, all checks,
drafts, bills of exchange, promissory notes, electronic funds transfer
documents, and other negotiable instruments shall be signed by the Chairman of
the Board, President, any Vice President, Secretary or Treasurer. Facsimile
signatures shall be sufficient to meet the requirements of this section.
Section 3. Approval by Shareholders
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The Board of Directors in its discretion may submit any contract, or
act, for approval or ratification at any annual meeting of the shareholders, or
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at any special meeting of the shareholders called for the purpose of considering
the act or contract. Except as provided for in the Articles of Incorporation,
any contract or act that shall be approved or ratified by the vote of the
holders of a majority of the capital stock of the Corporation which is
represented in person or by proxy at the meeting shall be valid and binding upon
the Corporation.
ARTICLE IV
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OFFICERS
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Section 1. Number, Election and Term
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The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and a
Controller, who shall be elected annually by the Board of Directors at the
annual meeting and who shall hold office until the next annual meeting or until
a successor is elected and qualifies. The Board of Directors may designate the
Chairman of the Board or the President as Chief Executive Officer. The Board of
Directors may elect one person to serve as both Chairman of the Board and
President. The Board of Directors may designate one or more Vice Presidents as
"Executive" Vice Presidents and one or more Vice Presidents as "Senior" Vice
Presidents. The title of any Vice President may include words indicative of the
area of responsibility of the Vice President. The Board of Directors shall
designate one of the Vice Presidents as the chief financial officer of the
Corporation. The Board of Directors may from time to time appoint such
additional officers as the interest of the Corporation may require and fix their
terms and duties of office. A vacancy occurring in any office may be filled by
the Board of Directors. All officers shall hold office at the discretion of the
Board of Directors and shall be subject to removal at any time by the
affirmative vote of a majority of the whole Board of Directors. Election of any
person as an officer of the Corporation shall not of itself create contract
rights.
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Section 2. Chairman of the Board of Directors
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The Chairman of the Board shall be elected annually by the Board of
Directors at the annual meeting and shall hold that office until a successor is
elected and qualifies. In the event of the incapacity of the Chairman of the
Board, the Board of Directors shall, by a majority vote of the Board of
Directors, designate an Acting Chairman who shall, during the incapacity of the
Chairman of the Board, assume and perform all functions and duties which the
Chairman of the Board is authorized or required by law to do. The Chairman of
the Board shall have the power to call special meetings of the shareholders and
of the directors for any purpose. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors unless the Chairman
of the Board is absent or incapacitated. The Chairman of the Board, subject to
the authority of the Board of Directors, shall generally do and perform all acts
incident to the office of the Chairman of the Board and which are authorized or
required by law.
Section 3. President
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The President shall provide active management over all operations of
the Corporation subject to control of the Board of Directors. The President
shall have the power to appoint and discharge, subject to the general approval
or review by the Board of Directors, employees and agents of the Corporation and
to fix their compensation, to make and sign contracts and agreements in the name
of and on behalf of the Corporation and direct the general management and
control of the business and affairs of the Corporation. The President may
delegate authority to officers of the Corporation as the President may
determine. The President shall have the power to segregate the operations of the
Corporation into areas of responsibility. The President shall see that the
books, reports, statements and certificates required by law are properly kept,
made, and filed, and shall generally do and perform all acts which are
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authorized or required by law. The President shall designate a Vice President
who shall, during the absence or incapacity of the President, assume and perform
all functions and duties which the President might lawfully do if present in
person and not under any incapacity.
Section 4. Vice Presidents
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Each Vice President designated as "Executive" or "Senior Vice
President" shall be responsible for the areas and activities assigned by the
President, shall be subject to the authority of the President and shall assist
in the general control and management of the business and affairs of the
Corporation.
All other Vice Presidents shall be responsible for the areas and
activities assigned by the President and shall perform other duties as may be
required, including those assigned to an Executive or Senior Vice President
during the absence or incapacity of the Executive or Senior Vice President.
Section 5. Secretary
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The Secretary shall keep a record in the proper books provided for that
purpose of meetings and proceedings of shareholders, the Board of Directors and
Committees of the Board of Directors, and shall record all votes of the
directors and shareholders in a book to be kept for that purpose. The Secretary
shall notify the directors and shareholders of meetings as required by law or by
the Bylaws of the Corporation and shall perform other duties as may be required
by law or the Bylaws of the Corporation, or which may be assigned from time to
time by the Board of Directors, Chairman of the Board or President. The
Secretary is authorized to appoint one or more assistants from time to time as
the Secretary deems advisable, the assistant or assistants to serve at the
pleasure of the Secretary, and to perform the duties that are delegated by the
Secretary. An assistant shall not be an officer of the Corporation.
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Section 6. Treasurer
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The Treasurer shall have the custody of all the funds and securities of
the Corporation, and shall have the power on behalf of the Corporation to sign
checks, notes, drafts and other evidences of indebtedness, to borrow money for
the current needs of the business of the Corporation and to make short-term
investments of surplus funds of the Corporation. The Treasurer shall render to
the Board of Directors, the Chairman of the Board or the President, whenever
requested, an account of all transactions performed as Treasurer and of the
financial condition of the Corporation. The Treasurer shall perform other duties
as may be assigned by the Board of Directors, the Chairman of the Board or the
President. The Treasurer is authorized to appoint one or more assistants from
time to time as the Treasurer deems advisable, the assistant or assistants to
serve at the pleasure of the Treasurer, and to perform the duties that are
delegated by the Treasurer. An assistant shall not be an officer of the
Corporation.
Section 7. Controller
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The Controller shall be the chief accounting officer of the Corporation
and have full responsibility and control of the accounting practices of the
Corporation The Controller shall, subject to the approval of the Board of
Directors, the Chairman of the Board or the President, establish accounting
policies. The Controller shall standardize and coordinate accounting practices,
supervise all accounting records and the presentation of all financial
statements and tax returns. The Controller shall have other powers and duties
as, from time to time, may be conferred by the Board of Directors, the Chairman
of the Board or the President. The Controller is authorized to appoint one or
more assistants from time to time as the Controller deems advisable, the
assistant or assistants to serve at the pleasure of the Controller, and to
perform the duties that are delegated by the Controller. An assistant shall not
be an officer of the Corporation.
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Section 8. Form of Appointment
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In making any appointments of assistants, the Secretary, Treasurer and
Controller shall use the following form:
I, ________________ (Name), the duly elected _______________
(Title) of PNM Resources, Inc. do hereby appoint____________
(Name) to serve as Assistant _______________(Title) for the
period of _______________(Date) to _______________(Date),
unless this appointment is terminated earlier in writing, to
assume or perform all functions and duties which I might
require and, in my absence or incapacity, which I might
lawfully do if present and not under any incapacity.
Any appointments of assistants by the Secretary, Treasurer or
Controller and any terminations of appointments shall be maintained in the
records of the Secretary's office.
ARTICLE V
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CAPITAL STOCK
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Section 1. Certificates of Stock
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The name of the person owning shares of the capital stock of the
Corporation, together with the number of shares and the date of issue, shall be
entered on the Corporation's books. All certificates surrendered to the
Corporation shall be canceled, and no new certificates shall be issued until a
certificate or certificates aggregating the same number of shares of the same
class have been surrendered or canceled. The Board of Directors may make proper
provision, from time to time, for the issuance of new certificates in place of
lost, destroyed or stolen certificates.
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Section 2. Transfer Agents and Registrars
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The Corporation shall, if and whenever the Board of Directors
determines, maintain one or more transfer offices or agencies, each in charge of
a transfer agent designated by the Board of Directors, where the shares of the
capital stock of the Corporation will be directly transferable, and also one or
more registry offices, each in charge of a registrar designated by the Board of
Directors, where shares of stock will be registered, and no certificates for
shares of the capital stock of the Corporation, in respect of which one or more
transfer agents and registrars shall have been designated, shall be valid unless
countersigned by one of such transfer agents and registered by one of such
registrars. The Board of Directors may also make additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the Corporation.
Section 3. Shares Held for Account
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The Board of Directors may adopt by resolution a procedure whereby a
shareholder of the Corporation may certify in writing to the Corporation that
all or a portion of the shares registered in the name of the shareholder are
held for the account of a specified person or persons as provided for by New
Mexico law.
Section 4. Transfer of Shares
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Transfers of shares shall be made only upon the books of the
Corporation by the holder or by the holder's attorney in fact upon surrender of
certificates for a like number of shares.
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Section 5. Lost, Destroyed or Stolen Certificates
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A new certificate of stock may be issued in the place of any
certificate previously issued by the Corporation, or any predecessor of the
Corporation, alleged to have been lost, destroyed or stolen. The Board of
Directors may, in its discretion, require the owner of the lost, destroyed or
stolen certificate to give to the Corporation satisfactory evidence that the
certificate was lost, destroyed or stolen. The Board of Directors may also
require a bond sufficient to indemnify it and its transfer agent, against any
claim that may be made on account of the alleged loss of the certificate or the
issuance of any new certificate.
Section 6. Fixing of Record Dates
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For the purpose of determining shareholders entitled to notice of any
meeting of shareholders, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may, by resolution, provide that the stock transfer books be
closed for a stated period not to exceed fifty (50) days. If the stock transfer
books are closed for the purpose of determining shareholders entitled to notice
of a meeting of shareholders, the books shall be closed for at least ten (10)
days immediately prior to the meeting.
In lieu of closing the stock transfer books, the Board of Directors
may, by resolution, fix in advance a date as the record date for any
determination of shareholders, the date to be not more than fifty (50) days and,
in case of a meeting of shareholders, not less than ten (10) days prior to the
date on which the action requiring the determination of shareholders is to be
taken.
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Section 7. Uncertificated Shares
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The Corporation and each transfer agent designated by the Board of
Directors are authorized to issue, register and transfer shares of capital stock
of the Corporation (including fractional shares) in uncertificated book-entry
form, provided that, within a reasonable time after the issuance or transfer of
uncertificated shares, the corporation shall send, or cause the transfer agent
to send, to the registered owner thereof a written notice containing the
information required by applicable law.
ARTICLE VI
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MISCELLANEOUS PROVISIONS
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Section 1. Books
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The books of the Corporation, except as otherwise provided by law, may
be kept outside of the State of New Mexico, at such place or places as may be
designated by the Board of Directors. The Board of Directors shall determine
whether and to what extent, and at what time and places, and under what
conditions and regulations, the accounts and the books of the Corporation, or
any of them, shall be open to the inspection of shareholders; and no shareholder
shall have any right to inspect any book or account or document of the
Corporation except as conferred by the statutes of New Mexico, or authorized by
the Board of Directors.
Section 2. Corporate Seal
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The common corporate seal is, and until otherwise ordered by the Board
of Directors shall be, an impression circular in form upon paper or wax bearing
the words "PNM Resources, Inc. Incorporated 2000." The seal shall be in the
charge of the Secretary. If and when directed by the Board of Directors, a
duplicate of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.
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Section 3. Fiscal Year
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The fiscal year of the Corporation shall be as determined by the Board
of Directors.
Section 4. Principal Office
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The principal office shall be established and maintained at a place
designated by the Board of Directors.
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