Exhibit 3.2
BYLAWS
OF
ALLEGHENY ENERGY, INC.
As amended to September 12, 2003
ARTICLE I.
STOCKHOLDERS' MEETINGS.
SECTION 1. Place of Meetings.
Every meeting of the stockholders shall be held in New York, N. Y., or at
such other place within the United States as shall be determined by the Board of
Directors and specified in the notice thereof.
SECTION 2. Annual Meetings.
An annual meeting of stockholders shall be held at a time and place during
the month of November set by the Board of Directors, for the purpose of electing
Directors and for the transaction of such other business as may properly be
brought before the meeting.
SECTION 3. Special Meetings.
Special meetings of the stockholders for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Chairman of the Board, the
President, the Board of Directors or the Executive Committee, and shall be
called by the President or Secretary or any Director upon the request in writing
of stockholders holding a majority in amount of the entire capital stock issued
and outstanding entitled to vote thereat. Such request shall state the purpose
or purposes of the proposed meeting. Unless the Board of Directors or the
Executive Committee determines otherwise, the business of any special meeting
shall be limited to the purpose or purposes for which such special meeting is
called and no other proposals or matters shall be considered.
SECTION 4. Notice of Meetings of Stockholders.
Written or printed notice of every meeting of stockholders, stating the
time and place thereof (and the business proposed to be transacted at any
special meeting), shall be served personally upon, left at the residence or
usual place of business of or mailed, postage prepaid, to each stockholder,
entitled to vote, of record on the record date fixed by the Board of Directors
therefor, at such address as appears upon the books of the Corporation, at least
ten days before such meeting. No business shall be transacted at any special
meeting except that specially named in the notice of such meeting.
Notice of the time, place and/or purpose of any meeting of stockholders may
be dispensed with if every stockholder entitled to vote, shall attend either in
person or by proxy, or if every absent stockholder entitled to vote shall in
writing, filed with the records of the meeting, either before or after the
holding thereof, waive such notice.
No stockholder shall be entitled to notice of any meeting of stockholders
unless entitled to vote thereat.
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SECTION 5. Quorum at Stockholders' Meetings.
The presence in person or by proxy of the holders of record of a majority
of the shares of the capital stock of the Corporation issued and outstanding,
entitled to vote, shall constitute a quorum at all meetings of the stockholders
except as otherwise provided by law or these By-Laws. If, however, such majority
shall not be present or represented at any meeting of the stockholders, the
holders of a majority of the stock present in person or by proxy shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of voting stock
shall be represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 6. Voting and Inspectors.
At all meetings of stockholders every stockholder shall be entitled to vote
all shares of voting stock standing in his name on the books of the Corporation
on the date for the determination of stockholders entitled to vote at such
meeting, either in person or by proxy appointed by instrument in writing
subscribed by such stockholder or his duly authorized attorney and bearing date
not more than three months prior to said meeting, unless said instrument shall
on its face provide for a longer period for which it is to remain in force.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by law,
in the Charter or in these By-Laws.
At any election of Directors, upon the request of the holders of ten
percent (10%) of the stock entitled to vote at such election, the Chairman of
the meeting shall appoint two Inspectors of Election, who shall first subscribe
an oath or affirmation to execute faithfully the duties of Inspectors at such
election with strict impartiality and according to the best of their ability,
and shall make a certificate of the result of the vote taken; no candidate for
the office of Director shall be appointed such Inspector.
A vote by ballot shall be taken upon any election or matter, upon the
request of the holders of ten percent (10%) of the stock entitled to vote on
such election or matter.
SECTION 7. Conduct of Stockholders'Meetings.
The meetings of the stockholders shall be presided over by the Chairman of
the Board, or if he is not present by the President, or if he is not present by
a Vice President, or if neither the Chairman of the Board nor the President nor
a Vice President is present, by a Chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as Secretary of such
meetings; if neither the Secretary nor any Assistant Secretary is present then
the meeting shall elect its Secretary.
The order of business at each such meeting shall be as determined by the
Chairman of the meeting. The Chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for the proper conduct of the
meeting, including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the Corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof and the opening
and closing of the voting polls.
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SECTION 8. Advance Notice of Stockholder Proposals and Nominations.
At any annual or special meeting of stockholders, proposals made by
stockholders and nominations for election as directors made by stockholders
shall be considered only if advance notice thereof has been timely given as
provided herein and such proposals or nominations are otherwise proper for
consideration under applicable law and the Charter and these By-Laws. Notice of
any proposal to be presented by any stockholder or of the name of any person to
be nominated by any stockholder for election as a director of the Corporation at
any meeting of stockholders shall be delivered to the Secretary of the
Corporation at its principal executive office not less than 60 nor more than 90
days prior to the date of the meeting; provided, however, that if the date of
the meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than 70 days prior to the date of the meeting, such advance
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 70 days in advance of the annual meeting if the Corporation 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. Any stockholder
who gives notice of any such proposal shall deliver therewith the text of the
proposal to be presented and a brief written statement of the reasons why such
stockholder favors the proposal and setting forth such stockholder's name and
address, the number and class of all shares of each class of stock of the
Corporation beneficially owned by such stockholder and any material interest of
such stockholder in the proposal (other than as a stockholder). Any stockholder
desiring to nominate any person for election as a director of the Corporation
shall deliver with such notice a statement in writing setting forth the name of
the person to be nominated, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such person, the information
regarding such person required by paragraphs (a), (e) and (f) of Item 401 of
Regulation S-K adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), such person's
signed consent to serve as a director of the Corporation if elected, such
stockholder's name and address and the number and class of all shares of each
class of stock of the Corporation beneficially owned by such stockholder. As
used herein, shares "beneficially owned" shall mean all shares as to which such
person, together with such person's affiliates and associates (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended), may be deemed
to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as amended, as well as all shares as to which such person,
together with such person's affiliates and associates, has the right to become
the beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The Chairman of the meeting, in addition to making
any other determinations that may be appropriate to the conduct of the meeting,
shall determine whether such notice has been duly given and shall direct that
proposals and nominees not be considered if such notice has not been given.
ARTICLE II.
BOARD OF DIRECTORS.
SECTION 1. Number and Tenure of Office.
The business and affairs of the Corporation shall be managed under the
direction of a Board of Directors. The number of Directors of the Corporation
shall be not more than fifteen and not less than three, but the number of
directors may from time to time be increased or decreased as provided in Section
2 of this Article II. Directors need not be stockholders. Directors shall hold
office for a term expiring at the annual meeting of stockholders held in the
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third year following the year of their election and until their successors are
duly chosen and qualified.
SECTION 2. Increase and Decrease in Number of Directors.
The Board of Directors by the affirmative vote of a majority of the entire
Board may from time to time increase the number of Directors to any number not
exceeding fifteen and may from time to time decrease the number of Directors to
any number not less than three.
SECTION 3. Vacancies.
Except as otherwise provided by law, any vacancy occurring in the Board of
Directors for any cause other than by reason of an increase in the number of
Directors may be filled by a majority of the Directors remaining in office,
whether or not they constitute a quorum. Any vacancy occurring by reason of an
increase in the number of Directors may be filled by a majority of the entire
Board of Directors.
SECTION 4. Place of Meetings.
Every meeting of the Board of Directors shall be held in New York, N. Y, or
at such other place in or out of the State of Maryland as the Board may from
time to time determine or shall be specified in the notice thereof.
SECTION 5. Regular Meetings.
Regular meetings of the Board of Directors shall be held at such time and
on such notice as the Directors may from time to time determine.
The annual meeting of the Board of Directors shall be held as soon as
practicable after the adjournment of the annual meeting of the stockholders for
the election of Directors.
SECTION 6. Special Meetings.
Special meetings of the Board of Directors may be held at any time upon
call of the Chairman of the Board, the President, the Executive Committee, or of
a majority of the Directors, by oral or telegraphic or written notice duly
served on or sent or mailed to each Director not less than two days before such
meeting. Meetings of the Board of Directors 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, filed with the records of the meeting before or after
the holding thereof.
SECTION 7. Action by Written Consent, Telephonic or Other Similar Communications
Equipment.
Any action required or permitted to be taken at a meeting of the Board may
be taken without a meeting if the action is taken by the whole Board and is
evidenced by one or more written consents describing the action taken, signed by
all Directors on the Board, and filed with the minutes or corporate records of
Board proceedings. Members of the Board may participate in a regular or special
meeting of the Board by means of conference telephone or similar communications
equipment by which all persons participating can simultaneously hear each other.
Participation in a meeting by these communications means constitutes presence in
person at the meeting.
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SECTION 8. Quorum.
One-third of the whole number of Directors, but in no case less than two
Directors, shall constitute a quorum for the transaction of business. If, at any
meeting of the Board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum shall
have been obtained.
SECTION 9. Executive Committee and Other Committees.
The Board, by resolution adopted by a majority of the whole Board, may
elect from its members an Executive Committee and one or more other committees,
each consisting of two or more Directors. The President and the Chairman of the
Board shall be a member and the Chairman, respectively, of the Executive
Committee. Unless otherwise expressly provided by law or by the Charter or by
resolution of the Board, the Executive Committee shall have all the powers of
the Board (except the power to appoint or remove a member of the Executive
Committee or other committee; to fill vacancies on the Board or its committees;
to remove an officer appointed by the Board; to adopt, amend or repeal these
By-Laws or the Company's Charter; to declare dividends or distributions on
stock; to issue stock; to approve any merger or share exchange not requiring
stockholder approval or to recommend to stockholders any action requiring
stockholders' approval) when the Board is not in session, and each other
committee shall have such powers as the Board shall confer. In the absence of
any member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of the Board to
act in the place of such absent member. Each such committee may fix its own
rules of procedure, and may meet when and as provided by such rules or by
resolution of the Board of Directors; but in every case the presence of a
majority shall be necessary to constitute a quorum. Insofar as the rights of
third parties shall not be affected thereby, all action by any committee shall
be subject to revision and alteration by the Board. Any action required or
permitted to be taken at a meeting of the members of the Executive or any other
committee may be taken without a meeting if the action is taken by the whole
committee and is evidenced by one or more written consents describing the action
taken, signed by all members of the committee, and filed with the minutes or
corporate records of committee proceedings. Members of any committee may
participate in a regular or special meeting of such committee by means of
conference telephone or similar communications equipment by which all persons
participating can simultaneously hear each other. Participation in a meeting by
these communications means constitutes presence in person at the meeting. The
majority of the whole Board of Directors shall have the power at any time to
change the members of the Executive Committee, except the Chairman thereof, and
to change, at any time, the members of the other committees, to fill vacancies
in any committee by election from the Directors, and to discharge any of the
other committees.
SECTION 10. Remuneration.
In addition to reimbursement of his reasonable expenses incurred in
attending meetings or otherwise in connection with his attention to the affairs
of the Company, each Director as such, and as a member of the Executive
Committee or of any other committee of the Board, shall be entitled to receive
such remuneration as may be fixed from time to time by the Board of Directors,
in the form either of payment at the rate of a fixed sum per month or of fees
for attendance at meetings of the Board and committees thereof.
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ARTICLE III.
OFFICERS.
SECTION 1. Executive Officers.
The Executive Officers of the Corporation shall be elected by the Board of
Directors as soon as may be after the annual meeting of the stockholders, and
shall be a Chairman of the Board (who shall be a Director), a President (who
shall be a Director), one or more Vice Presidents, a Secretary, one or more
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. The
Board of Directors may also appoint such other officers, agents and employees as
to the Board may seem proper. Any two offices, except those of President and
Vice President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law or these By-Laws to be executed, acknowledged or
verified by any two or more officers.
SECTION 2. Term of Office.
The term of office of all officers shall be one year and until their
respective successors are elected, subject, however, to the provision for
removal contained in the Charter.
SECTION 3. Powers and Duties.
The officers of the Corporation shall have such powers and duties as
generally pertain to their offices, respectively, as well as such powers and
duties as from time to time shall be conferred by the Board of Directors or the
Executive Committee.
SECTION 4. Checks, Notes, Etc.
All checks and drafts on the Corporation's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers, agent or agents, as shall be thereunto authorized from time to time by
the Board of Directors or the Executive Committee.
ARTICLE IV
CAPITAL STOCK.
SECTION 1. Shares.
Evidence of ownership of shares of capital stock of the Corporation shall
be in such form or forms as the Board of Directors may from time to time
prescribe, including certificates and electronic registration of uncertificated
shares. Certificates shall be signed by the Chairman, President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and sealed with its seal. A certificate
shall be deemed to be so signed and sealed whether the signatures be manual or
facsimile signatures and whether the seal be a facsimile seal or any other form
of seal.
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Electronic registration of uncertificated shares shall be in the form
maintained by the Corporation or its agents. Upon request, any holder of
uncertificated shares shall be entitled to receive a certificate therefor.
SECTION 2. Transfer of Shares.
Shares in the capital stock of the Corporation evidenced by certificates
shall be transferred on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney upon surrender and cancellation of
certificates for the same number of shares, duly endorsed, or accompanied by
proper instruments of assignment and transfer, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require.
Uncertificated shares are transferable on the books of the Corporation upon
receipt of the proper transfer documents, instructions and assignments as may be
reasonably required by the Corporation or its agents.
SECTION 3. Record Dates.
The Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to vote at, any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend or the allotment of any rights, or in order to make a determination of
stockholders for any other proper purpose. Such date in any case shall be not
more than ninety days, and in case of a meeting of stockholders, not less than
ten days, prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken.
SECTION 4. Seal.
The Board of Directors shall provide a suitable corporate seal, in such
form and bearing such inscriptions as they may determine.
SECTION 5. Stock Ledgers.
Original or duplicate stock ledgers, containing the names and addresses of
the stockholders of the Corporation and the number of shares of each class held
by them respectively, shall be, kept at an office or agency of the Corporation
in such city or town as may be designated in an additional or supplementary
by-law adopted by the Board of Directors. If no other place is so designated,
such original or duplicate stock ledgers shall be kept at an office or agency of
the Corporation in New York, N.Y.
ARTICLE V
FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December following.
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ARTICLE VI.
INDEMNIFICATION.
SECTION 1.
The Corporation shall indemnify any person who was or is a party or is
threatened with being made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including all appeals (other than an action, suit or proceeding
by or in the right of the Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, decrees, fines, penalties and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith or in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation or, with respect to any criminal action, suit or proceeding, that he
had reasonable cause to believe that his conduct was unlawful.
SECTION 2.
The Corporation shall indemnify any person who was or is a party or is
threatened with being made a party to any threatened, pending or completed
action, suit or proceeding, including all appeals, by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action, suit or proceeding.
The Corporation shall also indemnify any such person against amounts paid in
settlement of such action, suit or proceeding up to the amount that would
reasonably have been expended in his defense (determined in the manner provided
for in Section 4) if such action, suit or proceeding had been prosecuted to a
conclusion. However, indemnification under this Section shall be made only if
the person to be indemnified acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and no
such indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been finally adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless, and only to the extent that, the court or body in or before which such
action, suit or proceeding was finally determined, or any court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses or other amounts
paid as such court or body shall deem proper.
SECTION 3.
Without limiting the right of any director, officer or employee of the
Corporation to indemnification under any other Section hereof, if such person
has been substantially and finally successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
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SECTION 4.
Any indemnification under Sections 1 and 2 (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer or employee is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 and 2. Such determination shall be made (1) by
the Board of Directors by a majority vote of a quorum consisting of directors
who are or were not parties to or threatened with such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if
a majority of a quorum of disinterested directors so directs, by independent
legal counsel (compensated by the Corporation) in a written opinion, or (3) if
there be no disinterested directors, or if a majority of the disinterested
directors, whether or not a quorum, so directs, by the holders of a majority of
the shares entitled to vote in the election of directors without reference to
default or contingency which would permit the holders of one or more classes of
shares to vote for the election of one or more directors.
SECTION 5.
Expenses of each person indemnified hereunder incurred in defending a
civil, criminal, administrative or investigative action, suit, or proceeding
(including all appeals) or threat thereof, may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors, whether a disinterested quorum exists or
not, upon receipt of an undertaking by or on behalf of the director, officer or
employee to repay such expenses unless it shall ultimately be determined that he
is entitled to be indemnified by the Corporation.
SECTION 6.
The indemnification provided by this Article shall not be deemed exclusive
of or in any way to limit any other rights to which any person indemnified may
be or may become entitled as a matter of law, by the articles, regulations,
agreements, insurance, vote of shareholders or otherwise, with respect to action
in his official capacity and with respect to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, or employee and shall inure to the benefit of the heirs,
executors, administrators and other legal representatives of such person.
SECTION 7.
Sections I through 6 of this Article shall also apply to such other agents
of the Corporation as are designated for such purpose at any time by the Board
of Directors.
SECTION 8.
If any part of this Article shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and the effect of the
remaining parts shall not be affected.
SECTION 9.
The provisions of this Article shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
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ARTICLE VII.
AMENDMENTS.
The power to make, alter and repeal the By-Laws of the Corporation is
vested in the Board of Directors and may be exercised by a majority of the whole
Board.
ARTICLE VIII.
MISCELLANEOUS.
The Corporation shall not, as a common or contract carrier, engage in the
transportation of passengers or property by railroad or motor vehicle; but this
restriction shall not limit the exercise by the Corporation of its other powers
as contained in this Charter. The provisions of this Article VIII shall not be
altered, amended or repealed except by the stockholders.