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EXHIBIT 3.2
AGL RESOURCES INC.
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BYLAWS
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ARTICLE I
SHAREHOLDERS
SECTION 1.1. Date, Time and Place of Meetings. Annual and special meetings
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of the shareholders shall be held on such date and at such time and place,
within or without the State of Georgia, as may be stated in the notice of the
meeting, or in a duly executed waiver of notice thereof. If no designation is
made, the place of the meeting shall be the principal executive offices of the
Company.
SECTION 1.2. Annual Meetings. The annual meeting of the shareholders of
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the Company shall be held each year for the purposes of electing Directors and
of transacting such other business as properly may be brought before the
meeting. To be properly brought before the meeting, business must be brought
before the meeting (i) by or at the direction of the Board of Directors or (ii)
by any shareholder of the Company entitled to vote at the meeting who complies
with the procedures set forth in Section 1.2 of this Article; provided, in each
case, that such business proposed to be conducted is, under the law, an
appropriate subject for shareholder action.
For business to be properly brought before an annual meeting by a
shareholder, the shareholder must give timely notice thereof in writing to the
Corporate Secretary of the Company. To be timely, a shareholder's notice must be
received by the Corporate Secretary at the principal executive offices of the
Company at least 120 calendar days before the first anniversary of the date that
the Company's proxy statement was released to shareholders in connection with
the previous year's annual meeting of shareholders. However, if no annual
meeting of shareholders was held in the previous year or if the date of the
annual meeting of shareholders has been changed by more than 30 calendar days
from the date contemplated at the time of the previous year's proxy statement,
the notice shall be received by the Corporate Secretary at the principal
executive offices of the Company not fewer than the later of (i) 150 calendar
days prior to the date of the contemplated annual meeting or (ii) the date which
is 10 calendar days after the date of the first public announcement or other
notification to the shareholders of the date of the contemplated annual meeting.
Such shareholder's notice to the Corporate Secretary shall set forth with
respect to any proposal such 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 such business at the annual
meeting; (ii) the name and address, as they appear on the Company's books, of
the shareholder proposing such business; (iii) the class and number of shares of
the
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Company which are beneficially owned by such shareholder; (iv) the dates upon
which the shareholder acquired such shares; (v) documentary support for any
claim of beneficial ownership; (vi) any material interest of such shareholder in
such business; (vii) a statement in support of the matter and, for proposals
sought to be included in the Company's proxy statement, any other information
required by Securities and Exchange Commission Rule 14a-8; and (viii) as to each
person whom the shareholder proposes to nominate for election or re-election as
Director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected, and evidence satisfactory to the Company that such nominee
has no interests that would limit their ability to fulfill their duties of
office).
In addition, if the shareholder intends to solicit proxies from the
shareholders of the Company, such shareholder shall notify the Company of this
intent in accordance with Securities and Exchange Commission Rule 14a-4 and/or
Rule 14a-8.
SECTION 1.3. Special Meetings. The Company shall hold a special meeting of
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shareholders on call of the Board of Directors or the Executive Committee, the
Chairman of the Board of Directors, the President, or, upon delivery to the
Company's Corporate Secretary of a signed and dated written demand for the
meeting describing the purpose or purposes for the meeting, on call of the
holders of 100% of the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Only business within the purpose or
purposes described in the notice of special meeting required by Section 1.5
below may be conducted at a special meeting of the shareholders.
For business to be properly brought before a special meeting by a
shareholder, the shareholder must give timely notice thereof in writing to the
Corporate Secretary of the Company. To be timely, a shareholder's notice must be
received by the Corporate Secretary at the principal executive offices of the
Company at least 120 calendar days prior to the date of the special meeting.
Such shareholder's notice to the Corporate Secretary shall set forth with
respect to any proposal such shareholder proposes to bring before the special
meeting (i) a brief description of the business desired to be brought before the
special meeting and the reasons for conducting such business at the special
meeting; (ii) the name and address, as they appear on the Company's books, of
the shareholder proposing such business; (iii) the class and number of shares of
the Company which are beneficially owned by such shareholder; (iv) the dates
upon which the shareholder acquired such shares; (v) documentary support for any
claim of beneficial ownership; (vi) any material interest of such shareholder in
such business; (vii) a statement in support of the matter and, for proposals
sought to be included in the Company's proxy statement, any other information
required by Securities and Exchange Commission Rule 14a-8; and (viii) if the
shareholder requesting the special meeting proposes to nominate one or more
persons for
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election or reelection as Director, all information relating to such person that
is required to be disclosed in solicitations of proxies for election of
Directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected, and evidence reasonably
satisfactory to the Company that such nominee has no interests that would limit
their ability to fulfill their duties of office).
In addition, if the shareholder intends to solicit proxies from the
shareholders of the Company, such shareholder shall notify the Company of this
intent in accordance with Securities and Exchange Commission Rule 14a-4 and/Rule
or 14a-8.
SECTION 1.4. Determination of Validity of Notice of Shareholder Proposal
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for Business. The chairman of a meeting may, if the facts warrant, determine and
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declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of Sections 1.2 and 1.3 of this Article, and,
if the chairman should so determine, shall so declare to the meeting and any
such business so determined to be not properly brought before the meeting shall
not be transacted, or in the case of persons so nominated, not be eligible for
election.
SECTION 1.5. Notice of Meetings. The Corporate Secretary or an Assistant
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Corporate Secretary shall deliver, either personally or by mailing it, postage
prepaid, a written notice of the place, day, and time of all meetings of the
shareholders not less than ten (10) nor more than sixty (60) days before the
meeting date to each shareholder of record entitled to vote at such meeting.
Unless otherwise required or permitted by law, written notice is effective when
mailed, if mailed with postage prepaid and correctly addressed to the
shareholder's address shown in the Company's current record of shareholders. It
shall not be necessary that notice of an annual meeting include a description of
the purpose or purposes for which the meeting is called. In the case of a
special meeting, the purpose or purposes for which the meeting is called shall
be included in the notice of the special meeting. If an annual or special
shareholders' meeting is adjourned to a different date, time, or place, notice
of the new date, time or place need not be given if the new date, time, or place
is announced at the meeting before adjournment. However, if a new record date
for the adjourned meeting is or must be fixed under Section 1.9 herein, notice
of the adjourned meeting must be given to persons who are shareholders as of the
new record date.
SECTION 1.6. Record Date. The Board of Directors, in order to determine
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the shareholders entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, shall fix in advance a record date that may not be more
than seventy (70) days before the meeting or action requiring a determination of
shareholders. Only such
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shareholders as shall be shareholders of record on the date fixed shall be
entitled to such notice of or to vote at such meeting or any adjournment
thereof, or to receive payment of any such dividend or other distribution or
allotment of any rights, or to exercise any such rights in respect of stock, or
to take any such other lawful action, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after any such record date
fixed as aforesaid. The record date shall apply to any adjournment of the
meeting except that the Board of Directors shall fix a new record date for the
adjourned meeting if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 1.6. Shareholders' List for Meeting. After fixing a record date
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for a meeting, the Company shall prepare an alphabetical list of the names of
all shareholders who are entitled to notice of the shareholder's meeting. The
list shall be arranged by voting group (and within each voting group by class or
series of shares) and show the address of and number of shares held by each
shareholder. The Company shall make the shareholder's list available for
inspection by any shareholder, his agent, or his attorney at the time and place
of the meeting.
SECTION 1.8. Quorum. Subject to any express provision of law or the
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Articles of Incorporation, a majority of the votes entitled to be cast by all
shares voting together as a group shall constitute a quorum for the transaction
of business at all meetings of the shareholders. Whenever a class of shares or
series of shares is entitled to vote as a separate voting group on a matter, a
majority of the votes entitled to be cast by each voting group so entitled shall
constitute a quorum for purposes of action on any matter requiring such separate
voting. Once a share is represented, either in person or by proxy, for any
purpose at a meeting other than solely to object to holding a meeting or
transacting business at the meeting, it is deemed present for quorum purposes
for the remainder of the meeting and for any adjournment of that meeting unless
a new record date is set for the adjourned meeting.
SECTION 1.9. Adjournment of Meetings. The holders of a majority of the
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voting shares represented at a meeting, or the Chairman of the Board or the
President, whether or not a quorum is present, shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the adjourned meeting.
SECTION 1.10. Vote Required. When a quorum exists, action on a matter
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(other than the election of Directors) by a voting group is approved if the
votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, a bylaw authorized by
the Articles of Incorporation or express provision of law requires a greater
number of affirmative votes. Unless otherwise provided in the Articles of
Incorporation, Directors are elected by a plurality of the votes cast by the
shares entitled to vote
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in the election at a meeting at which a quorum is present. Shareholders do not
have the right to cumulate their votes unless the Articles of Incorporation so
provide.
SECTION 1.11. Voting Entitlement of Shares. Unless otherwise provided in
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the Articles of Incorporation, each shareholder, at every meeting of the
shareholders, shall be entitled to cast one vote, either in person or by written
proxy, for each share standing in the name of such shareholder on the books of
the Company as of the record date. A shareholder may vote his or her shares in
person or by proxy. An appointment of proxy is effective when received by the
Corporate Secretary of the Company or other officer or agent authorized to
tabulate votes and is valid for eleven (11) months unless a longer period is
expressly provided in the appointment of proxy form. An appointment of proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
SECTION 1.12. Inspectors of Election. The Board of Directors, in advance
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of any shareholders' meeting, shall appoint an Inspector of Elections to act at
the meeting or any adjournment thereof. Any vacancy may be filled by the
appointment of the Board in advance of the meeting or at the meeting by the
person presiding thereat.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. General Powers. Subject to the Articles of Incorporation and
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these Bylaws, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Company managed under the direction of,
the Board of Directors and those committee of the Board of Directors designated
in Article III of these Bylaws.
SECTION 2.2. Number and Tenure. The Board of Directors shall consist of
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at least five (5) members and not more than fifteen (15) members, the exact
number of Directors to be fixed from time to time by resolution of the Board of
Directors of the Company. No decrease in the number or minimum number of
Directors, through amendment of the Articles of Incorporation or of these Bylaws
or otherwise, shall have the effect of shortening the term of any incumbent
Director. The Board of Directors shall be divided into three classes as nearly
equal in number as possible, with the term of office of one class expiring each
year. Directors shall be elected for terms of three years, and until their
successors have been duly elected and qualified or until there is a decrease in
the number of Directors.
SECTION 2.3. Qualifications of Directors. Directors shall be natural
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persons who have attained the age of 18 years who shall own at least 100 shares
of the Common Stock of the Company. Directors do not need to be residents of the
State of Georgia.
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SECTION 2.3.1. Re-election after Termination of Principal Employment. If
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any Director ceases to hold the position in such Director's principal employment
profession, trade or calling that such Director held at the beginning of the
current term for which such Director was elected a Director, such person shall
not be eligible for re-election to the Board of Directors after the expiration
of such current term unless the Board of Directors decides that such person
should be eligible for re-election.
SECTION 2.3.2. Terminating Events; Honorary Directors. Any Director who
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either (i) attains his or her 70th birthday or (ii) retires from or discontinues
his or her employment with the Company, whichever first occurs, shall
thereafter, upon completion of the term for which he or she was elected a
Director, cease to be an active Director; provided, however, anyone who, upon
retirement is Chairman of the Board or President of the Company may,
notwithstanding the above provisions of this Section, continue to serve as an
active Director until attaining his or her seventieth (70th) birthday, and
thereafter until completion of the term for which he or she was elected a
Director.
SECTION 2.3.3. Honorary Directors. Upon appointment by the Board of
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Directors, a Director who ceases to be an active Director because of age or
retirement, or any other person who shall be so elected by the Board of
Directors, shall become an Honorary Director for such term on terms as the
Board of Directors may determine, but subject to removal from the position of
Honorary Director at any time at the pleasure of the Board. Except for the
regular November meeting of the Board of Directors, Honorary Directors will not
be expected to attend meetings of the Board unless specially invited. The
expenses of Honorary Directors in attending such November meeting or any other
meeting of the Board of Directors to which they are specially invited will be
reimbursed by the Company but they will not receive fees for attending such
meetings. Honorary Directors may participate in an advisory capacity in all
discussions and deliberations of the Board of Directors, but shall have no vote
at the meetings which they attend in accordance with the foregoing provisions.
An Honorary Director shall not be included in any calculation of the number of
active Directors authorized and serving under Section 2.2.
SECTION 2.4. Vacancies. Unless the Articles of Incorporation provide
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otherwise, if a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the vacancy may be filled
only by the Board of Directors, or, if the Directors remaining in office
constitute fewer than a quorum of the Board, by the affirmative vote of a
majority of all Directors remaining in office. If the vacant office was held by
a Director elected by a voting group of shareholders, only the remaining
Directors elected by that voting group are entitled to vote to fill the vacancy.
A Director elected to fill a vacancy shall serve for the unexpired term of
his or her predecessor in office or, if such vacancy occurs by reason of an
increase in the number of Directors, until the next election of Directors by
shareholders and the election and qualification of the successor, as provided by
law.
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SECTION 2.5. Meetings. The annual meeting of the Board of Directors
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shall be held each year immediately following the annual meeting of
shareholders. The annual meeting of the Board of Directors shall be held at the
time and place, within or without the State of Georgia, as may be stated in the
notice of the meeting or in a duly executed waiver of notice thereof. If no
designation is made, the place of the annual meeting shall be the principal
executive offices of the Company.
Regular meetings of the Board of Directors or any committee may be held
between annual meetings at such times and at such places, within or without the
State of Georgia, as from time to time shall be determined by the Board or
committee, as the case may be. No notice of such regular meetings need be given.
Special meetings of the Board of Directors may be called at any time by a
majority of the Board of Directors, the Chairman of the Board, the President or
the Executive Committee by giving each Director two (2) days notice of the date,
time and place of the meeting. Such notice may be given orally or in writing in
accordance with the provisions of Section 4.1. Unless otherwise provided in the
Articles of Incorporation, these Bylaws or by law, neither the business to be
transacted at, nor the purpose of, any regular or special meeting need be
specified in the notice or any waiver of notice.
SECTION 2.6. Quorum and Voting. A majority of the members of the Board
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of Directors or of any committee appointed by the Board shall be present at any
meeting of the Board of Directors or such committee in order to constitute a
quorum, unless otherwise specifically provided by statute or by the Articles of
Incorporation or by these Bylaws. The affirmative vote of a majority of the
Directors present at any meeting at which there is a quorum at the time of such
act shall be the act of the Board or of the Committee, except as might be
otherwise specifically provided by statute or by the Articles of Incorporation
or these Bylaws. In the absence of a quorum, the Directors present by majority
vote may adjourn the meeting from time to time without notice other than by
verbal announcement at the meeting until a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.
SECTION 2.7. Action Without Meeting. Unless the Articles of
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Incorporation or Bylaws provide otherwise, any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if the action is taken by all members of the Board or
committee, as the case may be. The action must be evidenced by one or more
written consents describing the action taken, signed by each Director or
committee member, and filed with the minutes of the proceedings of the Board or
committee or filed with the corporate records.
SECTION 2.8. Remote Participation in a Meeting. Unless otherwise
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restricted by the Articles of Incorporation or the Bylaws, any meeting of the
Board of Directors or any committee thereof may be conducted by the use of any
means of communication by which all
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Directors participating may simultaneously hear each other during the meeting. A
Director participating in a meeting by this means is deemed to be present in
person at the meeting.
SECTION 2.9. Compensation of Directors. The Board of Directors may fix
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the compensation of the Directors for their services as Directors or as a member
of any committee thereof. Compensation shall be fixed from time to time by a
resolution of the Board of Directors, and may be on the basis of an annual sum
or a fixed sum for attendance at each regular or special meeting and every
adjournment thereof, or a combination of these methods. Members may be
reimbursed for all reasonable traveling expenses incurred in attending meetings.
No provision of these Bylaws shall be construed to preclude any Director from
serving the Company in any other capacity and receiving compensation therefor.
SECTION 2.10. Removal of Directors by Shareholders. Subject to the
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requirements of Section 14-2-808 of the Georgia Business Corporation Code (the
"Code") for the removal of Directors elected by cumulative voting, voting group
or staggered terms, any one or more Directors may be removed from office, only
with cause, at any meeting of shareholders with respect to which notice of such
purpose has been given, by the affirmative vote of the holder or holders of a
majority of the outstanding shares of the Company.
SECTION 2.11. Nomination of Directors. Only persons who are nominated in
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accordance with the following procedures shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Company may be made at a meeting of shareholders (i) by the Board of Directors
or at the direction of the Board by any nominating committee or person appointed
by the Board or (ii) by any shareholder of the Company entitled to vote for the
election of Directors at the meeting who complies with the notice procedures set
forth in Sections 1.2 and 1.3 of Article I of these Bylaws. Such nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Corporate Secretary of the
Company. Such notice to the Corporate Secretary shall set forth the information
required in Section 1.2 and 1.3 of Article I of these Bylaws. The Company may
require any proposed nominee to furnish such other information as reasonably may
be required by the Company to determine the eligibility of such proposed nominee
to serve as a Director of the Company. The chairman of the meeting may, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedures, and if the Chairman should so
determine, shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 2.15. Indemnification. The indemnification authorized in the
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Articles of Incorporation shall be subject to the following provisions and
procedures:
SECTION 2.15.1 Determination of Eligibility for Indemnification. In the
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case of actions brought by or in the right of the Company, a Director's right to
indemnification as authorized in the Articles of Incorporation shall be
determined:
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(i) If there are two or more directors not at the time parties to
the proceeding ("Disinterested Directors"), by the board of directors by a
majority vote of all the Disinterested Directors (a majority of whom shall
for such purpose constitute quorum), or by a majority of the members of a
committee of two or more Disinterested Directors appointed by such a vote;
(ii) By special legal counsel:
(a) Selected in the manner prescribed in paragraph (i) of this
subsection; or
(b) If there are fewer than two Disinterested Directors, the
Board of Directors (in which selection directors who do
not qualify as Disinterested Directors may participate);
or
(iii) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a disinterested
director may not be voted on the determination.
SECTION 2.15.2. Rights Not Exclusive. The rights to indemnification
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and advance of expenses granted in the Articles of Incorporation and in these
Bylaws are not exclusive, and do not limit the Company's power to pay or
reimburse expenses to which a Director may be entitled, whether by agreement
vote of shareholders or Disinterested Directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
office, and do not limit the Company's power to pay or reimburse expenses
incurred by a Director in connection with his appearance as a witness in a
proceeding at a time when he has not been made a named defendant or respondent
to the proceeding.
SECTION 2.15.3. Insurance. The Company and its officers shall have the
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power to purchase and maintain insurance on behalf of an individual who is or
was a Director, officer, employee or agent of the Company or who, while a
Director, officer, employee, or agent of the Company, is or was serving as a
Director, officer, partner, trustee employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise against liability asserted against or incurred by him in
that capacity or arising from his status as a Director, officer, employee or
agent,whether or not the Company would have the power to indemnify him against
the same liability under the provisions of these Bylaws.
SECTION 2.15.4. Reports to Shareholders. If the Company indemnifies or
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advances expenses to a Director, otherwise than by action of the shareholders or
by an insurance carrier pursuant to insurance maintained by the Company shall
report the indemnification or advance in writing to the shareholders with or
before the notice of the next annual shareholders' meeting.
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ARTICLE III
COMMITTEES
SECTION 3.1. Committees. The Board of Directors may, by resolution,
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designate from among its members one or more committees, each committee to
consist of one or more Directors, except that committees appointed to take
action with respect to indemnification of Directors, Directors' conflicting
interest transactions or derivative proceedings shall consist of two or more
Directors qualified to serve pursuant to the Code. The Chief Executive Officer
shall serve as Chairman of the Executive Committee. For all other committees,
the Board of Directors shall designate one member of each committee to be a
chairman. Each committee member shall serve at the pleasure of the Board of
Directors.
Each Director of the Company who is not designated as a member of a
particular Committee hereby is designated as an alternate member of any such
Committee, who may act in the place and stead of any absent member or members at
any meeting of such Committee in the event (i) a quorum of such Committee is not
present and (ii) the Chairman of the Board or, in his absence, the President,
appoints such alternate member to act for that meeting as a member of such
Committee; and such alternate member shall serve only at the meeting for which
such appointment is made, but shall have at that meeting all the powers of a
regular member of such Committee.
Any such committee, to the extent specified by the Board of Directors,
Articles of Incorporation or Bylaws, shall have and may exercise all of the
authority of the Board of Directors in the management of the business affairs of
the Company, except that it may not (i) approve or propose to shareholders
action that the Code requires to be approved by shareholders; (ii) fill
vacancies on the Board of Directors or any of its committees; (iii) amend the
Articles of Incorporation; (iv) adopt, amend, or repeal Bylaws; or (v) approve a
plan of merger not requiring shareholder approval.
SECTION 3.2. Meetings of Committees. Regular meetings of any committee
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may be held without notice at such time and at such place, within or without the
State of Georgia, as from time to time shall be determined by such committee. A
special meeting of any such committee appointed by the Board may be called by
the Chairman of the Board of Directors, the President, the Board of Directors or
the committee by vote at a meeting, or by two members of any committee in
writing without a meeting by giving each such committee member two (2) days
notice of the date, time and place of the meeting. Such notice may be given
orally or in writing in accordance with the provisions of Section 4.1. Unless
otherwise provided in the Articles of Incorporation, these Bylaws or by law,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting of any such committee need be specified in the notice or any
waiver of notice.
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ARTICLE IV
NOTICES
SECTION 4.1. Notice. Whenever, under the provisions of the Articles of
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Incorporation or these Bylaws or by law, notice is required to be given to any
Director or shareholder, such notice may be given in writing, by mail; by
telegram, telex or facsimile transmission; by other form of wire or wireless
communication; or by private carrier. Unless otherwise required or permitted by
law, such notice shall be deemed to be effective at the earliest of when
received, or when delivered, properly addressed, to the addressee's last known
principal place of business or residence; or five days after the same shall be
deposited in the United States mail if mailed with first-class postage prepaid
and correctly addressed; or on the date shown on the return receipt, if sent by
registered or certified mail, and the receipt is signed by or on behalf of the
addressee. Notice to any Director or shareholder may also be oral if oral notice
is reasonable under the circumstances. Oral notice is effective when
communicated if communicated in a comprehensible manner. If these forms of
personal notice are impractical, notice may be communicated by a newspaper of
general circulation in the area where published, or by radio, television, or
other form of public broadcast communication.
SECTION 4.2. Waiver of Notice. Whenever any notice is required to be
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given under provisions of the Articles of Incorporation or of these Bylaws or by
law, a waiver thereof, signed by the person entitled to notice and delivered to
the Company for inclusion in the minutes or filing with the corporate records,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting and of all objections to the place or time of the meeting or the
manner in which it has been called or convened, except when the person attends a
meeting for the express purpose of stating, at the beginning of the meeting, any
such objection and, in the case of a Director, does not thereafter vote for or
assent to action taken at the meeting. Neither the business to be transacted at
nor the purpose of any regular or special meeting of the shareholders, Directors
or a committee of Directors need be specified in any written waiver of notice;
provided, however, that any waiver of notice of a meeting of shareholders
required with respect to a plan of merger or a plan of consolidation shall be
effective only upon compliance with Section 14-2-706(c) of the Code or successor
provisions.
ARTICLE V
OFFICERS
SECTION 5.1. Appointment. The Board of Directors at its first meeting
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following the annual meeting of shareholders shall elect such officers as it
shall deem necessary, including, for the Company and Atlanta Gas Light Company,
a Chairman of the Board, a President, a Corporate Secretary, a Treasurer, one or
more Vice Presidents (one or more of whom
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may be designated Senior Vice President or Executive Vice President), Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers. The Board of
Directors at its first meeting following the annual meeting of shareholders also
shall elect, for each of the Company's major subsidiaries, a President. Each of
the officers elected by the Board shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors. Each
such officer shall hold office until the corresponding meeting of the Board of
Directors in the next year and until each such successor officer shall have been
duly elected and qualified or until such officer shall have resigned or shall
have been removed in the manner provided in Section 5.2 of this Article V. Any
number of offices may be held by the same person unless the Articles of
Incorporation or these Bylaws otherwise provide. The appointment of an officer
does not itself create contract rights.
SECTION 5.2. Resignation and Removal of Officers. An officer may resign
-----------------------------------
at any time by delivering notice to the Company and such resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. The Board of Directors (except in the case of an officer elected
by the Board of Directors) or the Executive Committee or an officer upon whom
such power of removal may have been conferred may remove any officer at any time
with or without cause.
SECTION 5.3. Vacancies. Any vacancy in office resulting from any cause
---------
may be filled by the Board of Directors at any regular or special meeting.
SECTION 5.4. Powers and Duties. Each officer has the authority and shall
-----------------
perform the duties set forth below or, to the extent consistent with these
Bylaws, the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers.
SECTION 5.4.1. Chairman of the Board of Directors. The Chairman of the
----------------------------------
Board of Directors may be chosen from among the Directors of the Company and
need not be an Executive Officer or employee of the Company. The Chairman shall
preside at all meetings of the Board of Directors. The Chairman shall have the
usual powers and duties incident to the office of the chairman of the board of
directors of a corporation and such other powers and duties as from time to time
may be assigned by the Board of Directors.
SECTION 5.4.2. Chief Executive Officer. The Board of Directors may
-----------------------
designate as the Chief Executive Officer of the Company the President or any
other officer of the Company including the Chairman if the Chairman is a
full-time officer and employee of the Company. The Chief Executive Officer of
the Company shall have general and active management responsibility for the
business of the Company and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The Chief Executive Officer shall
preside at all meetings of the shareholders. The Chief Executive Officer shall
be the Chairman of the Executive Committee and preside at all meetings of that
committee. Except where by law the signature of the President is required, the
Chief Executive Officer shall have the same powers as
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the President to sign all authorized certificates, contracts, bonds, deeds,
mortgages and other instruments. The Chief Executive Officer shall have the
usual powers and duties incident to the position of chief executive officer of a
corporation and such other powers and duties as from time to time may be
assigned by the Board of Directors. The Board of Directors may, or if it does
not, the Chief Executive Officer may, from time to time designate an Executive
Officer of the Company to assume and perform the duties and powers of the Chief
Executive Officer during the absence or disability of the Chief Executive
Officer.
SECTION 5.4.3. President. The President shall be responsible for the
---------
general supervision of the affairs of the Company and general and active
management of the financial affairs of the Company. The President shall have the
power to make and execute certificates, contracts, bonds, deeds, mortgages and
other instruments on behalf of the Company, except in cases in which the signing
thereof shall have been expressly delegated to some other officer or agent of
the Company and to delegate such power to others. The President also shall have
such powers and perform such duties as are specifically imposed on the President
by law and as may be assigned to the President by the Board of Directors. In the
event there is no Chairman of the Board, the President shall also have all the
powers and authority that the Chairman is given in these Bylaws or otherwise.
During the absence or disability of the Chairman of the Board, the President
shall preside at all meetings of the shareholders, the Board of Directors and
the Executive Committee. The President shall have the usual powers and duties
incident to the office of a president of a corporation and such other powers and
duties as from time to time may be assigned to him by the Board of Directors. If
the Board of Directors designates the President as the Chief Executive Officer
of the Company, the President shall also have the powers and duties of the Chief
Executive Officer.
SECTION 5.4.4. Vice Presidents. The Senior or Executive Vice Presidents
---------------
shall be senior in authority among the Vice Presidents. During the absence or
disability of the President, the Board of Directors shall designate which of the
Senior or Executive Vice Presidents shall exercise all the powers and discharge
all of the duties of the President, provided, however, that if such Senior or
Executive Vice President is not a Director, such Senior or Executive Vice
President shall not preside at any meetings of the Board of Directors or the
Executive Committee. The Vice Presidents, shall perform such duties as vice
presidents customarily perform and shall perform such other duties and shall
exercise such other powers as the President or the Board of Directors may from
time to time designate.
SECTION 5.4.5. Corporate Secretary. The Corporate Secretary shall attend
-------------------
all meetings of the shareholders and all meetings of the Board of Directors and
shall record all votes and minutes of all proceedings in books to be kept for
that purpose, and shall perform like duties for the standing committees when
required. The Corporate Secretary shall have custody of the corporate seal of
the Company, shall have the authority to affix the same to any instrument the
execution of which on behalf of the Company under its seal is duly authorized
and shall attest to the same whenever required. The Board of Directors may give
general authority to any other officer to affix the seal of the Company and to
attest to the same. The Corporate Secretary shall
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give, or cause to be given, any notice required to be given of any meetings of
the shareholders, the Board of Directors and of the standing committees when
required. The Corporate Secretary shall cause to be kept such books and records
as the Board of Directors, the Chairman of the Board or the President may
require and shall cause to be prepared, recorded, transferred, issued, sealed
and canceled certificates of stock as required by the transactions of the
Company and its shareholders. The Corporate Secretary shall attend to such
correspondence and shall perform such other duties as may be incident to the
office of a Corporate Secretary or as may be assigned to the Corporate Secretary
by the Board of Directors, the Chairman of the Board or the President.
SECTION 5.4.6. Treasurer. The Treasurer shall be charged with the
---------
management of financial affairs of the Company and shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Company, and shall deposit or cause to be deposited, in the name of the Company,
all moneys or other valuable effects in such banks, trust companies, or other
depositaries as shall from time to time be selected by the Board of Directors.
The Treasurer shall render to the President and to the Board of Directors,
whenever requested, an account of the financial condition of the Company. In
general, the Treasurer shall perform such duties as treasurers usually perform
and shall perform such other duties and shall exercise such other powers as the
Board of Directors, the Chairman of the Board or the President may from time to
time designate and shall render to the Chairman of the Board, the President and
to the Board of Directors, whenever requested, an account of the financial
condition of the Company.
SECTION 5.4.7. Controller. The Controller shall have charge of and be
----------
responsible for preparation of financial and management reports, budgeting, rate
material, property accounting, taxes and such other duties as are commonly
incident to the office of Controller. The Controller shall have such power and
duties as from time to time may be properly delegated by the President and such
other powers and duties as may from time to time be assigned by the Board of
Directors.
SECTION 5.4.8. Assistant Vice President, Assistant Corporate Secretary
-------------------------------------------------------
and Assistant Treasurer. One or more Assistant Vice Presidents, Assistant
-----------------------
Secretaries and Assistant Treasurers, in the absence or disability of any Vice
President, the Corporate Secretary or the Treasurer, respectively, shall perform
the duties and exercise the powers of those offices, and, in general, they shall
perform such other duties as shall be assigned to them by the Board of Directors
or by the person appointing them. Specifically the Assistant Secretaries may
affix the corporate seal to all necessary documents and attest the signature of
any officer of the Company.
SECTION 5.4.9. Subordinate Officers. The Board of Directors may elect
--------------------
such subordinate officers as it may deem desirable. Each such officer shall
hold office for such period, have such authority and perform such duties as the
Board of Directors may prescribe. The Board of Directors may from time to time
authorize any officer to appoint and remove subordinate officers and prescribe
the powers and duties thereof. The Board of Directors may from time to time
authorize the Chairman of the Board of Directors or the President to appoint any
employee or officer of the Company (except the President, the Corporate
Secretary or an
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Assistant Corporate Secretary elected by the Board of Directors) as an Assistant
Corporate Secretary of the Company, to prescribe the powers, term, duties and
salary, if any, of such Assistant Corporate Secretary, and to remove any
Assistant Corporate Secretary thus appointed.
SECTION 5.5. Officers Holding Two or More Offices. Any two of the above
------------------------------------
mentioned offices, except those of President and Corporate Secretary or
Assistant Corporate Secretary, 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 be required by statute, by the Articles of Incorporation or
by these Bylaws to be executed, acknowledge or verified by any two or more
officers.
SECTION 5.6. Compensation. The Board of Directors shall have power to
------------
fix the compensation of all officers of the Company. It may authorize any
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the compensation of such subordinate officers.
ARTICLE VI
CAPITAL STOCK
SECTION 6.1. Share Certificates. Unless the Articles of Incorporation or
------------------
these Bylaws provide otherwise, the Board of Directors may authorize the issue
of some or all of the shares of any or all of its classes or series with or
without certificates. Unless the Code provides otherwise, there shall be no
differences in the rights and obligations of shareholders based on whether or
not their shares are represented by certificates.
In the event that the Board of Directors authorizes shares with
certificates, each certificate representing shares of stock of the Company shall
be in such form as shall be approved by the Board of Directors and shall set
forth upon the face thereof the name of the Company and that it is organized
under the laws of the State of Georgia, the name of the person to whom the
certificate is issued, and the number and class of shares and the designation
of the series, if any, the certificate represents. The Board of Directors may
designate any one or more officers to sign each share certificate, either
manually or by facsimile. In the absence of such designation, each share
certificate must be signed by the President or a Vice President and the
Corporate Secretary or an Assistant Corporate Secretary. If the person who
signed a share certificate, either manually or in facsimile, no longer holds
office when the certificate is issued, the certificate is nevertheless valid.
SECTION 6.2. Record of Shareholders. The Company or an agent designated
----------------------
by the Board of Directors shall maintain a record of the Company's shareholders
in a form that permits preparation of a list of names and addresses of all
shareholders, in alphabetical order by class or shares showing the number and
class of shares held by each shareholder. The Company shall be entitled to
treat the person in whose name shares are registered in the records of the
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Company as the owner thereof for all purposes unless it accepts for its records
a nominee certificate naming a beneficial owner of shares other than the record
owner, and shall not otherwise be bound to recognize any equitable or other
claim to or interest in such shares except as may be provided by law.
SECTION 6.3. Lost Certificates. In the event that a share certificate is
-----------------
lost, stolen, mutilated or destroyed, the Board of Directors may direct that a
new certificate be issued in place of such certificate. When authorizing the
issue of a new certificate, the Board of Directors may require such proof of
loss as it may deem appropriate as a condition precedent to the issuance
thereof, including a requirement that the owner of such lost, stolen or
destroyed certificate, or the owner's legal representative, advertise the same
in such manner as the Board shall require and/or that the owner give the Company
a bond in such sum as the Board may direct as indemnity against any claim that
may be made against the Company with respect to the certificate alleged to have
been lost, stolen or destroyed.
SECTION 6.4. Transfers of Shares. Transfers of shares of the capital
-------------------
stock of the Company shall be made only upon the books of the Company by the
registered holder thereof, or by the registered holder's duly authorized
attorney, or with a transfer clerk or transfer agent appointed as provided in
Section 6.5 hereof, and, in the case of a share represented by certificate, on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The Company shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, to vote as such owner, and for all other purposes, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.
SECTION 6.5. Transfer Agents and Registrars. The Board of Directors may
------------------------------
establish such other regulations as it deems appropriate governing the issue,
transfer, conversion and registration of share certificates, including
appointment of transfer agents, clerks or registrars.
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.1. Indemnification of Officers, Employees and Agents. The
-------------------------------------------------
Company shall indemnify any officer who was or is made a party to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, derivative, criminal, administrative or investigative
(hereinafter, a "proceeding") to the same extent as it is obligated to idemnify
any Director of the Company, but without being subject to the same procedural
conditions imposed for the indemnification of Directors. The Company may
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indemnify and advance expenses to an employee or agent who is not a Director or
officer to the extent permitted by the Articles of Incorporation, the Bylaws or
by law.
SECTION 7.2. Seal. The Company may have a seal, which shall be in such
----
form as the Board of Directors may from time to time determine. In the event
that the use of the seal is at any time inconvenient, the signature of an
officer of the Company, followed by the word "Seal" enclosed in parentheses,
shall be deemed the seal of the Company.
SECTION 7.3. Voting Shares in Other Corporations. In the absence of other
-----------------------------------
arrangements by the Board of Directors, shares of stock issued by another
corporation and owned or controlled by the Company, whether in a fiduciary
capacity or otherwise, may be voted by the President or any Vice President, in
the absence of action by the President, in the same order as they preside in the
absence of the President, or, in the absence of action by the President or any
Vice President, by any other officer of the Company, and such person may execute
the aforementioned powers by executing proxies and written waivers and consents
on behalf of the Company.
SECTION 7.4. Amendment of Bylaws. These Bylaws may be amended or repealed
-------------------
and new bylaws may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors unless the Articles of Incorporation
or the Code reserve this power exclusively to the shareholders in whole or in
part or the shareholders, in amending or repealing the particular bylaw, provide
expressly that the Board of Directors may not amend or repeal that bylaw. Unless
the shareholders have fixed a greater quorum or voting requirement, these Bylaws
also may be altered, amended or repealed and new bylaws may be adopted, unless
such action has been recommended by the Board of Directors, by an affirmative
vote of the holders of at least two-thirds of all outstanding shares entitled to
vote.
SECTION 7.5 Execution of Bonds, Debentures, Evidences of Indebtedness,
-----------------------------------------------------------
Checks, drafts and other Obligations and Orders for Payment. The signatures of
-----------------------------------------------------------
any officer or officers of the Company executing or corporate bond, debenture or
other debt security of the Company or attesting the corporate seal thereon, or
upon any interest coupons annexed to any such corporate bond, debenture or other
debt security of the Company, and the corporate seal affixed to any such bond
debenture or other debt security of the Company, may be facsimiles, engraved or
printed, provided that such bond, debenture or other debt security of the
Company is authenticated or countersigned with the manual signature of an
authorized officer of the corporate trustee designated by the indenture or other
agreement under which said security is issued by a transfer agent, or registered
by a registrar, other than the Company itself, or an employee of the Company. If
the person who signed such, bond, debenture or other debt security of the
Company, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
SECTION 7.6 Business Combinations. All of the requirements of Sections
---------------------
14-2-1131 to 1133, inclusive, of the code, as now in effect and as hereafter
from time to time
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amended, shall be applicable to this Company and to any business combination
approved or recommended by the Board of Directors.
ARTICLE VIII
EMERGENCY BYLAWS
SECTION 8.1. Emergency Bylaws. This Article shall be operative during
----------------
any emergency resulting from some catastrophic event that prevents a quorum of
the Board of Directors or any committee thereof from being readily assembled (an
"emergency"), notwithstanding any different or conflicting provisions set forth
elsewhere in these Bylaws or in the Articles of Incorporation. To the extent not
inconsistent with the provisions of this Article, the bylaws set forth elsewhere
herein and the provisions of the Articles of Incorporation shall remain in
effect during such emergency, and upon termination of such emergency, the
provisions of this Article shall cease to be operative.
SECTION 8.2. Meetings. During any emergency, a meeting of the Board of
--------
Directors or any committee thereof may be called by any Director, or by the
President, any Vice President, the Corporate Secretary or the Treasurer (the
"Designated Officers") of the Company. Notice of the time and place of the
meeting shall be given by any available means of communication by the person
calling the meeting to such of the Directors and/or Designated Officers as may
be feasible to reach. Such notice shall be given at such time in advance of the
meeting as, in the judgement of the person calling the meeting, circumstances
permit.
SECTION 8.3. Quorum. At any meeting of the Board of Directors or any
------
committee thereof called in accordance with this Article, the presence or
participation of two Directors, one Director and a Designated Officer, or two
Designated Officers shall constitute a quorum for the transaction of business.
SECTION 8.4. Bylaws. At any meeting called in accordance with this
------
Article, the Board of Directors or committee thereof, as the case may be, may
modify, amend or add to the provisions of this Article so as to make any
provision that may be practical or necessary for the circumstance of the
emergency.
SECTION 8.5. Liability. Corporate action taken in good faith in
---------
accordance with the emergency bylaws may not be used to impose liability on a
Director, officer, employee or agent of the Company.
SECTION 8.6. Repeal or Change. The provisions of this Article shall be
----------------
subject to repeal or change by further action of the Board of Directors or by
action of shareholders, but no such repeal or change shall modify the provisions
of the immediately preceding section of this Article with regard to action taken
prior to the time of such repeal or change.
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