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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended.............March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from............to...................
Commission file number...................................1-3268
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 14-0555980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
284 SOUTH AVENUE, POUGHKEEPSIE NEW YORK 12601-4879
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (914) 452-2000
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date. Common stock, par value $5.00 per share; 17,017,640 shares
outstanding as of March 31, 1994.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1994
INDEX
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Statement of Income -
Three Months Ended March 31, 1994 and 1993 1 - 2
Consolidated Balance Sheet - March 31, 1994
and December 31, 1993 3 - 4
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1994 and 1993 5 - 6
Notes to Consolidated Financial Statements 7 - 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8 - 13
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 14 - 15
Item 4 - Submission of Matters to a Vote of
Security Holders 15
Item 6 - Exhibits and Reports on Form 8-K 15 - 16
Signatures 17
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PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF INCOME
For the 3 Months Ended
March 31,
1994 1993
(Thousands of Dollars)
Operating Revenues
Electric $ 110,605 $ 109,781
Gas 46,821 40,115
Total - own territory 157,426 149,896
Revenues from electric sales
to other utilities 5,410 3,476
162,836 153,372
Operating Expenses
Operation:
Fuel used in electric generation 23,247 23,172
Purchased electricity 10,353 9,494
Purchased natural gas 27,050 23,414
Other expenses of operation 25,409 23,866
Maintenance 7,814 8,611
Depreciation and amortization 10,119 10,391
Taxes, other than income tax 18,095 17,067
Federal income tax 13,203 9,770
Deferred income tax (629) 876
134,661 126,661
Operating Income 28,175 26,711
Other Income and Deductions
Allowance for equity funds
used during construction 201 147
Federal income tax 398 259
Deferred income tax 77 119
Other - net 1,220 737
1,896 1,262
Income Before Interest Charges 30,071 27,973
Interest Charges
Interest on mortgage bonds 5,285 5,661
Interest on other long-term debt 1,796 1,503
Interest on short-term debt - 13
Other interest 447 299
Allowance for borrowed funds
used during construction (125) (137)
Amortization of premium and
expense on debt 601 548
8,004 7,887
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF INCOME
For the 3 Months Ended
March 31,
1994 1993
(Thousands of Dollars)
Net Income 22,067 20,086
Dividends Declared on
Preferred Stock 1,282 1,371
Income Available for Common Stock 20,785 18,715
Dividends Declared on
Common Stock 8,764 8,393
Balance Retained in the Business $ 12,021 $ 10,322
Common Stock:
Average Shares Outstanding (000's) 16,993 16,274
Earnings Per Share $1.22 $1.15
Dividends Declared $.515 $ .50
See Notes to Consolidated Financial Statements
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
March 31, 1994 December 31, 1993
(Thousands of Dollars)
ASSETS
Utility Plant
Electric $1,091,698 $1,083,491
Gas 128,666 128,093
Common 80,707 80,485
Nuclear fuel 28,199 28,199
1,329,270 1,320,268
Less: Accumulated depreciation 435,662 427,504
Nuclear fuel amortization 21,397 20,646
872,211 872,118
Construction work in progress 42,392 42,741
914,603 914,859
Other Property and
Investments 9,902 8,465
Current Assets
Cash and temporary cash
investments 43,219 27,172
Special deposits 6,944 458
Accounts receivable from
customers-net 58,882 46,452
Accrued unbilled utility
revenues 15,901 16,931
Other receivables 2,620 2,255
Materials and supplies, at
average cost 29,839 35,417
Prepaid taxes and other
prepayments 18,348 10,910
175,753 139,595
Deferred Charges
Income taxes recoverable 72,371 71,121
Deferred finance charges
approved for amortization 37,582 37,868
Deferred finance charges -
Nine Mile 2 Plant 35,181 35,181
Unamortized debt expense 12,143 12,707
Deferred energy efficiency
costs 9,787 10,316
Deferred vacation 3,888 3,643
Other 22,037 30,485
192,989 201,321
Accumulated Deferred Income Tax 64,044 63,995
$1,357,291 $1,328,235
See Notes to Consolidated Financial Statements.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
March 31, 1994 December 31, 1993
(Thousands of Dollars)
LIABILITIES
Capitalization
Common Stock Equity
Common stock, 30,000,000
authorized; shares out-
standing ($5 par value):
1994 - 17,017,640
1993 - 16,953,147 $ 85,088 $ 84,766
Paid-in capital 272,459 270,848
Retained earnings 81,044 69,023
Capital stock expense (6,792) (6,791)
Unrealized gain on investments 844 -
432,643 417,846
Cumulative Preferred Stock
Not subject to mandatory
redemption 46,030 46,030
Subject to mandatory
redemption 35,000 35,000
81,030 81,030
Long-term Debt 391,809 391,810
905,482 890,686
Current Liabilities
Current maturities
of long-term debt 51,022 51,019
Accounts payable 23,993 28,554
Accrued taxes 14,243 249
Accrued interest 10,808 6,361
Dividends payable 10,046 9,906
Accrued vacation 4,081 3,836
Customer deposits 3,532 3,452
Other 4,054 4,716
121,779 108,093
Deferred Credits and Other
Liabilities
Income taxes refundable 28,826 28,935
Deferred finance charges -
Nine Mile 2 Plant 35,181 35,181
Deferred finance charges approved
for amortization 3,750 5,250
Accrued pension costs 11,226 11,733
Deferred unbilled gas revenues 3,930 5,814
Deferred Nine Mile 2 Plant
litigation proceeds 3,008 3,695
Other 11,176 7,069
97,097 97,677
Accumulated Deferred Income Tax 232,933 231,779
$1,357,291 $1,328,235
See Notes to Consolidated Financial Statements.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 3 Months Ended
March 31,
1994 1993
(Thousands of Dollars)
Operating Activities
Net Income......................... $22,067 $20,086
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, amortization and
nuclear fuel amortization....... 11,197 11,656
Deferred income taxes, net....... (706) 757
Allowance for equity funds used
during construction............. (201) (147)
Nine Mile 2 Plant deferred
finance charges, net............ (1,214) (560)
Provision for uncollectibles..... 1,000 750
Accrued pension costs............ (507) (640)
Deferred gas costs............... 6,585 3,186
Other - net...................... 4,268 (1,021)
Changes in current assets and
liabilities, net:
Accounts receivable and unbilled
utility revenues................ (12,765) (6,138)
Materials and supplies........... 5,578 7,431
Special deposits, prepaid taxes
and other prepayments........... (13,924) (5,941)
Accounts payable................. (4,561) (4,572)
Accrued taxes and interest....... 18,441 11,412
Other current liabilities........ (337) 350
Net cash provided by operating
activities........................ 34,921 36,609
Investing Activities
Additions to plant................. (10,110) (10,994)
Allowance for equity funds used
during construction............... 201 147
Net additions to plant............. (9,909) (10,847)
Investment activity of
subsidiaries...................... 65 (59)
Plant retirements, cost of removal
and other......................... (803) 220
Nine Mile 2 Plant decommissioning
trust fund........................ (200) (201)
Net cash used in investing
activities........................ (10,847) (10,887)
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 3 Months Ended
March 31,
1994 1993
(Thousands of Dollars)
Financing Activities
Proceeds from issuance of:
Long-term debt................. - 150
Common stock................... 1,933 24,676
Net repayments of short-term debt. - (15,000)
Retirement and redemption of
long-term debt and preferred
stock........................... (28) (1,213)
Dividends paid on preferred and
common stock.................... (9,906) (9,373)
Issuance and redemption costs.... (26) (225)
Net cash used in financing
activities....................... (8,027) (985)
Net change in Cash and Cash
Equivalents......................... 16,047 24,737
Cash and Cash Equivalents -
Beginning Year...................... 27,172 11,258
Cash and Cash Equivalents -
End of Period....................... $43,219 $35,995
Supplemental Disclosure of
Cash Flow Information
Interest paid (net of amounts
capitalized)..................... $ 2,821 $ 4,487
Federal income tax paid........... - -
See Notes to Consolidated Financial Statements.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
Notes to Consolidated Financial Statements
1. General
The accompanying consolidated financial statements of
Central Hudson Gas & Electric Corporation (herein the Registrant
or the Company) are unaudited but, in the opinion of management,
reflect adjustments (which include only normal recurring
adjustments) necessary for a fair statement of the results for
the interim periods presented. These condensed unaudited
quarterly consolidated financial statements do not contain the
detail or footnote disclosure concerning accounting policies and
other matters which would be included in annual consolidated
financial statements and, accordingly, should be read in
conjunction with the audited consolidated financial statements
(including the notes thereto) included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
2. Postemployment Benefits
On January 1, 1994, the Company adopted Statement of
Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" (SFAS 112) issued by the Financial
Accounting Standards Board (FASB). SFAS 112 requires a change in
the method of accounting for these benefits from the pay-as-you-
go method to an accrual method.
The adoption of SFAS 112 resulted in the recording of an
unfunded postemployment benefit obligation of $639,000. In
accordance with the Opinion and Order Determining Revenue
Requirement and Rate Design of the Public Service Commission of
the State of New York (PSC) issued and effective February 11,
1994, the Company recorded a corresponding regulatory asset
representing the future recoverability of this cost.
Accordingly, the adoption of SFAS 112 did not have a material
impact on the Company's results of operations.
3. Financial Instruments
On January 1, 1994, the Company adopted SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities" (SFAS 115) issued by the FASB. The adoption of SFAS
115 resulted in the recording of an $844,000 unrealized net
holding gain as an adjustment to common stock equity. This
unrealized net holding gain represents the amount by which the
market value of an investment that the Company maintains in an
insurance company exceeds its cost, net of tax effects. This
investment, which is classified as "available-for-sale" under
SFAS 115, had a cost and market value at March 31, 1994 of
$775,000 and $2,073,000, respectively. Common stock equity will
be adjusted to reflect periodic changes in the market value of
this investment. A realized gain or loss would be recorded in
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the Consolidated Statement of Income upon sale or other
disposition of this investment.
4. Commitments and Contingencies
The Company faces a number of contingencies which arise
during the normal course of business and which have been fully
discussed in Note 9 (entitled "Commitments and Contingencies") to
the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
Except as may be disclosed in Part II of this Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1994, and in
any current report on Form 8-K filed in 1994, there have been no
material changes in the subject matters discussed in said Note 9.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
For the three months ended March 31, 1994, cash expenditures
related to the construction program of the Company amounted to
$9.8 million. The amount shown on the Consolidated Statement of
Cash Flows for "Net additions to plant" of $9.9 million includes
the debt portion of the allowance for funds used during
construction of $125,000. The cash requirements for such
expenditures were funded from internal sources and proceeds of
$1.9 million from the issuance of 64,493 shares of common stock
under the Company's Automatic Dividend Reinvestment and Stock
Purchase Plan and the Company's Customer Stock Purchase Plan.
These sales provided additional capital strength for the Company
by increasing the common equity ratio from 44.4% at December 31,
1993 to 45.2% at March 31, 1994 and the book value of common
stock from $24.65 at December 31, 1993 to $25.42 per share at
March 31, 1994.
At March 31, 1994, the Company had no short-term debt
outstanding, $31.2 million invested in short-term securities,
and $52.0 million of short-term credit available.
RESULTS OF OPERATIONS
The following table reports the variation in the results of
operations for the three months ended March 31, 1994 compared to
the same period for 1993:
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3 MONTHS ENDED MARCH 31,
INCREASE
1994 1993 (DECREASE)
(Thousands of Dollars)
Operating Revenues $162,836 $153,372 $ 9,464
Operating Expenses 134,661 126,661 8,000
Operating Income 28,175 26,711 1,464
Other Income & Deductions 1,896 1,262 634
Income before Interest Charges 30,071 27,973 2,098
Interest Charges 8,004 7,887 117
Net Income 22,067 20,086 1,981
Dividends Declared on
Preferred Stock 1,282 1,371 (89)
Income Available for Common Stock $ 20,785 $ 18,715 $ 2,070
EARNINGS
Earnings per share of common stock were $1.22 for the first
quarter of 1994, as compared to $1.15 for the first quarter of
1993, an increase of 6%.
The increase in per share earnings for the first quarter resulted
primarily from increased net operating revenues attributable
mainly to increased gas and electric sales to residential and
commercial customers, which more than offset the impact of
decreased sales to electric industrial customers. This
favorable variance was partially offset by reduced earnings from
the PSC incentive programs related to fuel costs, sales to other
utilities and energy efficiency. Also unfavorably impacting
earnings was an increase in operating taxes (other than income
tax).
OPERATING REVENUES
Operating revenues increased $9.5 million (6%) for the first
quarter of 1994 as compared to the first quarter of 1993.
Details of these revenue changes by electric and gas
departments are as follows:
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INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
ELECTRIC GAS
(Thousands of Dollars)
Customer Sales $ 1,170 $ 2,570 *
Increases in Base
Rates 1,342 -
Sales to Other
Utilities 1,934 -
Fuel and Gas Cost
Adjustment (2,315) 4,593
Deferred Revenues 583 (152)
Miscellaneous 44 (305)**
$ 2,758 $ 6,706
*Both firm and interruptible revenues.
**Includes revenues from transportation of customer-owned gas.
Revenues collected under the electric fuel and gas cost
adjustment clauses do not affect earnings since they are offset
in fuel costs, with the exception of revenues collected
pursuant to incentive mechanisms.
SALES
Total kilowatt-hour sales of electricity within the Company's
service territory decreased 1%, while firm sales of natural gas
increased 14% for the first quarter of 1994. Changes in sales
from last year by major customer classifications are set forth
below:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
ELECTRIC GAS
Residential 5% 13%
Commercial 7 17
Industrial (17) 8
Interruptible N/A (37)
Transportation of
Customer-owned
Gas N/A (68)
Billing degree days were 10% higher for the quarter ended
March 31, 1994.
Sales of electricity to residential customers in the first
quarter of 1994 increased 5% from the comparable prior year
period due to the net effect of a 6% increase in usage per
customer and a 1% decrease in the number of customers.
Commercial sales in the first quarter of 1994 increased 7% as
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compared to last year resulting from the combined effect of a
6% increase in usage per customer and a 1% increase in the
number of customers. Electric sales to industrial customers
decreased 17% due primarily to a decrease in usage by
International Business Machines Corporation (IBM), which is the
Company's largest customer.
Sales of gas to residential customers for the first quarter of
1994 increased 13% due to an increase in usage per customer.
Sales of gas to commercial customers increased 17% resulting
from the combined effect of a 14% increase in usage per
customer and a 3% increase in the number of customers. The
increase in usage by residential and commercial customers was
due primarily to the colder weather experienced in the first
quarter of 1994. Firm gas sales to industrial customers
increased 8% for the first quarter of 1994.
Interruptible gas sales decreased 37% in the first quarter of
1994 due primarily to decreased usage by IBM.
Transportation gas volumes decreased 68% for the quarter due
primarily to the interruption of transportation service for
approximately 35 days in the first quarter of 1994 in order to
meet the high firm demand resulting from the cold weather in
such quarter.
OPERATING EXPENSES
The following table reports the variation in the operating
expenses for the three months ended March 31, 1994 compared to
the same period for the prior year:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
AMOUNT PERCENT
(Dollars in Thousands)
Operating Expenses
Fuel and Purchased
Electricity $ 934 3%
Purchased Natural Gas 3,636 16
Other Expenses of Operation 2,014 10
Maintenance (1,435) (18)
Nine Mile 2 Plant Operation
and Maintenance 167 5
Depreciation and Amortiza-
tion (272) (3)
Taxes, Other than
Federal Income 1,028 6
Federal and Deferred Income
Tax 1,928 18
Total $ 8,000 6%
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The cost of fuel and purchased electricity increased $934,000
(3%) as the Company experienced an increase in system output
caused primarily by a 47% increase in sales to other utilities.
Purchased natural gas costs increased $3.6 million (16%) for the
first quarter of 1994 primarily in order to meet the needs of
increased sales.
Other expenses of operation increased $2.0 million (10%) for the
first quarter of 1994 due primarily to increased employee
welfare and payroll costs and increased provisions for
uncollectible customer accounts. These increases were
partially offset by decreased costs associated with the
Company's Energy Efficiency Programs and lower costs of its
asbestos abatement program.
Maintenance expenses decreased $1.4 million (18%) for the first
quarter of 1994 due primarily to the scheduled major overhaul
of Unit 4 of the Danskammer Plant in 1993 and a decrease in
maintenance costs associated with the Company's electric
distribution system. These decreased costs were partially
offset by increased costs related to the gas transmission and
distribution systems, incurred to repair damage caused by the
extremely cold weather in the first quarter of 1994.
Depreciation and amortization expense decreased $272,000 (3%) for
the first quarter of 1994, due primarily to a PSC approved
reduction in depreciation rates.
Taxes, other than income tax, increased $1.0 million (6%) for the
first quarter of 1994 resulting primarily from the combined
effect of increased revenue and property taxes.
Federal income taxes increased $1.9 million (18%) resulting
primarily from an increase in pre-tax income and the increase
in the federal income tax rate in 1993 from 34% to 35%.
OTHER INCOME AND DEDUCTIONS, INTEREST CHARGES AND PREFERRED
DIVIDENDS
Other income and deductions increased $634,000 (50%) for the
first quarter of 1994 resulting primarily from an increase in
the amortization to income of Mirror CWIP related to the Nine
Mile 2 Plant, a decrease in the deferral of revenues associated
with the Company's variable interest rate notes, and an
increase in interest earned on temporary cash investments.
These favorable variations were partially offset by a decrease
in Demand Side Management Equity Incentives. The shareholders'
contribution in 1994 for a gas system replacement program and
employee training center in accordance with the settlement
agreement with the PSC arising out of the "Catskill Incident"
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(reference is made to the Company's current report, on Form
8-K, dated January 24, 1994, for further details of such
settlement agreement).
Total interest charges (excluding allowance for funds used during
construction) increased $105,000 (1%) for the first quarter of
1994 due primarily to increased carrying charges related to
pensions and postretirement benefits other than pensions.
The variations in dividends on the Company's preferred stock
is due to the optional redemption in 1993 of all of the
Company's outstanding shares of its 8.40% Cumulative Preferred
Stock and its Adjustable Rate Cumulative Preferred Stock,
Series A. These series were replaced with two series of lower
rate serial preferred stock, the 6.80% Redeemable Cumulative
Preferred Stock and the 6.20% Redeemable Cumulative Preferred
Stock. Dividends were $89,000 (6%) less for the first quarter
of 1994 compared to the prior year's quarter.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Asbestos Litigation. Reference is made to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993 ("10-K Report") and to the caption "Asbestos Litigation" in
Part I, Item 3 (Legal Proceedings) thereof for a discussion of
the litigation regarding asbestos currently pending against
Registrant.
The Registrant, as of May 4, 1994, is a defendant or third-
party defendant in 189 asbestos lawsuits commenced in New York
state and federal courts. Since 1987, and as of May 4, 1994, the
Registrant, along with many other parties, has been a defendant
or third-party defendant in a total of 441 such asbestos lawsuits
(including the 189 cases which are currently pending).
Of the 441 cases that have been brought against the Company,
only 189 remain pending against the Company, as of May 4, 1994,
as a result of the following developments: (1) the Company
negotiated voluntary dismissals in 22 cases and won summary
judgment dismissals in 9 cases; (2) 116 third-party claims were
extinguished with respect to the Company when the third-party
plaintiff, Owens-Corning Fiberglas ("OCF") settled the cases with
the plaintiffs; and (3) the Company settled 105 cases for an
amount that in the aggregate is not material to the Company's
financial condition.
By complaints dated February 7, 1994, and February 28, 1994,
the Registrant was made a defendant in one new case and a third-
party defendant in one other new case, both of which are pending
in New York State Supreme Court, County of New York. As of April
14, 1994, 187 cases were pending against the Registrant in New
York State Supreme Court, County of New York. One hundred
seventy-eight (178) of these plaintiffs seek $10,000,000 in
compensatory damages, plus punitive damages, seven (7) plaintiffs
seek $10,500,000 in compensatory damages, plus punitive damages,
one (1) plaintiff seeks $27,000,000 in compensatory damages, plus
punitive damages, and in one case, in which the Registrant was
joined as a third-party defendant by OCF, the complaint alleges
that the Registrant is responsible to OCF for the amount of any
recovery obtained by the plaintiff against OCF in the lawsuit.
In summary, as of May 4, 1994, the Registrant is a defendant
or third-party defendant in 189 asbestos lawsuits. Although the
Registrant is presently unable to assess the validity of these
189 lawsuits, based on information known to the Registrant at
this time, including its experience in settling asbestos cases
and in obtaining dismissals of asbestos cases, the Registrant
believes that the costs to be incurred in connection with these
lawsuits will not have a material adverse effect on the
Registrant's financial position. However, if the Registrant were
ultimately held liable under these lawsuits and insurance
- 14 -
coverage were not available, the cost thereof could have a
material adverse effect (a reasonable estimate of which cannot be
made at this time) on the financial condition of the Registrant
if the Registrant could not recover all or a substantial portion
thereof through rates.
Income Tax Assessments. Reference is made to Part I, Item 3
of Registrant's 10-K Report, and to the caption "Income Tax
Assessments" thereof for a discussion of the examination by the
Internal Revenue Service ("IRS") of Registrant's federal income
tax returns for 1987 and 1988.
On May 3, 1994, the Registrant filed a protest with the IRS
to the examining agent's proposed assessments as set forth in the
30-day letter described in said 10-K Report. The Registrant can
make no prediction at this time as to the ultimate disposition of
this matter.
Item 4. Submission of Matters to a Vote of Security Holders.
Annual Meeting of Shareholders. Registrant's Annual Meeting
of Shareholders was held on April 5, 1994. The following matters
were voted upon at such meeting:
(a) Election of Directors. All of the nominees
proposed as directors by the Board of Directors were elected, and
no other nominees were proposed.
(b) Independent Public Accountants. The appointment by
the Board of Directors of Price Waterhouse as independent public
accountants was ratified by a vote of 14,355,039 shares for,
61,029 shares against, and 114,685 shares abstaining.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are furnished in
accordance with the provisions of Item 601 of Regulation S-K:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
(3) -- Articles of Incorporation and Bylaws:
(iii) -- Bylaws in effect on the date of
this Report.
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(b) Reports on Form 8-K. Registrant filed the following
Current Reports on Form 8-K during the quarter for which this
Quarterly Report on Form 10-Q is filed:
(1) Report on Form 8-K, dated April 21, 1994, (i)
describing in Item 5 (Other Events) the filing by Registrant, on
April 11, 1994, with the Public Service Commission of the State
of New York ("PSC") of its 1994-1996 Energy Efficiency Program;
(ii) describing in Item 5 (Other Events) the review with the PSC,
on April 7, 1994, of Registrant's Integrated Electric Resource
Plan; and (iii) describing in Item 5 (Other Events) (a) the
agreement between Niagara Mohawk Power Corporation ("Niagara
Mohawk") and Registrant, made as of March 30, 1994, to terminate
and cancel the 1987 Roseton Amendment Agreement relating to the
purchase, over a ten-year period commencing in December, 1994, of
Niagara Mohawk's interest in the Roseton Steam Electric
Generating Station ("Roseton Plant"), (b) the motion filed by
Niagara Mohawk and Registrant on April 12, 1994 to close the
proceeding pending before the PSC to approve the 1987 Roseton
Amendment Agreement, and (c) the Letter of Understanding entered
into between Niagara Mohawk and Registrant on March 30, 1994,
which forms the basis for certain agreements to be entered into
regarding the Roseton Plant, and sales of capacity and energy
from Niagara Mohawk to Registrant.
(2) Report on Form 8-K, dated January 24, 1994, (i)
describing in Item 5 (Other Events) the approval by the PSC, by
Order, issued and effective January 7, 1994, of a settlement
agreement between Registrant and the PSC with respect to an
explosion in a dwelling in Catskill, New York, in the
Registrant's gas service territory; (ii) the Final Order of the
Office of Pipeline Safety of the U.S. Department of
Transportation with respect to the same incident; and (iii) the
recommendations of the National Transportation Safety Board with
respect to the same incident, and the Registrant's response
thereto.
(3) Report on Form 8-K, dated January 5, 1994, (i)
describing in Item 5 (Other Events) the PSC Order Adopting
Revenue Requirement and Rate Design, issued and effective
December 16, 1993, relating to Registrant's pending requests for
increases in base electric and gas rates; and (ii) describing in
Item 5 (Other Events) the restoration to full service of Unit No.
2 of Registrant's Roseton Plant as a result of damage caused to
such Unit on March 18, 1993.
- 16 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Registrant)
By (SGD.) JOHN F. DRAIN
John F. Drain,
Vice President - Finance and Controller
Authorized Officer and
Principal Financial Officer
Dated: May 11, 1994
- 17 -
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<PAGE>
B Y - L A W S
OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
___________________
ARTICLE I.
MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meeting. All meetings of the
shareholders shall be held at the principal office of the
Corporation in the City of Poughkeepsie, County of Dutchess,
State of New York, or at such other place or places in the
State of New York as may from time to time be fixed by the
Board of Directors.
SECTION 2. Annual Meeting. The Annual Meeting of the
shareholders, for the election of directors and the
transaction of such other business as may be brought before
the meeting, shall be held each year on the first Tuesday in
April (or if said day be a legal holiday, then on the next
succeeding business day), at such time of day as the
directors may determine.
SECTION 3. Special Meetings. Special meetings of the
shareholders may be called by the Board of Directors or by
the Chairman of the Board of Directors or by the President,
or by shareholders together holding at least one third of
the capital stock of the Corporation entitled to vote or act
with respect thereto upon the business to be brought before
such meeting.
SECTION 4. Notice of Meetings. Notice of any annual
or special meeting of the shareholders shall be in writing
and shall be signed by the Chairman of the Board of
Directors or the President or the Secretary or an Assistant
Secretary. Such notice shall state the purpose or purposes
for which the meeting is called and shall state the place,
date and hour of the meeting and, unless it is the annual
meeting, indicate that it is being issued by or at the
direction of the person or persons calling the meeting. A
copy of the notice of any meeting shall be given, personally
or by first-class mail, not fewer than ten nor more than
fifty days before the date of the meeting, provided,
however, that a copy of such notice may be given by third-
class mail not fewer than twenty-four nor more than fifty
days before the date of the meeting, to each shareholder
entitled to vote at such meeting. If mailed, such notice is
given when deposited in the United States mail, with postage
thereon prepaid, directed to the shareholder at his address
as it appears on the record of shareholders, or, if he shall
have filed with the Secretary of the Corporation a written
request that notices to him be mailed to some other address,
then directed to him at such other address. An affidavit of
the Secretary of the Corporation or other person giving the
notice or of a transfer agent of the Corporation that the
notice required by this section has been given shall be
supplied at the meeting to which it relates.
SECTION 5. Quorum. Except as otherwise provided by
statute, the holders of a majority of the shares entitled to
vote thereat shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided
that when a specified item of business is required to be
voted on by a class or series, voting as a class, the
holders of a majority of the shares of such class or series
shall constitute a quorum for the transaction of such
specified item of business.
SECTION 6. Inspectors. The person presiding at a
shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, appoint one or
more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best
of his ability. The inspectors shall determine the number
of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine
questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine
the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. The
inspectors shall make a report in writing of any matter
determined by them and execute a certificate of any fact
found by them.
SECTION 7. Adjournment of Meetings. Any meeting of
shareholders may be adjourned by a majority vote of the
shareholders present or represented by proxy despite the
absence of a quorum. When a meeting of shareholders is
adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken,
and at the adjourned meeting at which a quorum shall be
present, any business may be transacted, and any corporate
action may be taken, which might have been transacted or
taken if the meeting had been held as originally called.
SECTION 8. Voting. Every shareholder of record shall
be entitled at every meeting of the shareholders to one vote
for every share of stock standing in his name on the record
of shareholders of the Corporation unless otherwise provided
in the Certificate of Incorporation and amendments thereto
and except as provided in Section 9 of this Article I.
Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act
for him by proxy. No proxy shall be valid after the
expiration of eleven months from the date thereof unless
otherwise provided in the proxy. A list of shareholders as
of the record date certified by the officer responsible for
its preparation or by a transfer agent shall be available at
every meeting of shareholders and shall be produced upon the
request of any shareholder, and all persons who appear from
such list to be shareholders entitled to vote thereat may
vote at such meeting.
SECTION 9. Record Date. For the purpose of
determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose
of any other action, the Board of Directors may fix, in
advance, a date as the record date for any such
determination of shareholders. Such date shall not be more
than fifty nor less than ten days before the day of such
meeting, nor more than fifty days prior to any other action.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. Number. The number of directors
constituting the entire Board shall be eleven. The number
of directors may be increased, or decreased to not less than
three, by amendment of the by-laws adopted by vote of a
majority of the entire Board of Directors.
SECTION 2. Election of Directors. Except as
otherwise required by law or by the Certificate of
Incorporation as amended, and except as hereinafter
otherwise provided by Sections 5 and 6 of this Article II,
directors shall be elected by a plurality of the votes cast
at the annual meeting of shareholders by the holders of
shares entitled to vote at the election and shall hold
office until the next annual meeting of shareholders.
SECTION 3. Term of Office. Each director shall,
except as hereinafter provided in Section 4 and in Section 6
of this Article II, hold office until the expiration of the
term for which he is elected and until his successor has
been elected and qualified.
SECTION 4. Resignation and Removal. Any director may
resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein,
or if no time be specified, at the time of its receipt by
the Chairman of the Board of Directors or the President or
the Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
Any director may at any time, with or without cause, be
removed by vote of the shareholders at a special meeting
called for that purpose. When, however, pursuant to the
provisions of the Certificate of Incorporation as amended,
the holders of the shares of any class or series, voting as
a class, have the right to elect one or more directors, such
director or directors so elected may be removed only by the
applicable vote of the holders of the shares of that class
or series, voting as a class.
SECTION 5. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the Board
for any reason, except the removal of directors without
cause, and except as provided for in Section 6 of this
Article II, may be filled by vote of a majority of the
directors then in office, although less than a quorum
exists. A vacancy occurring in the Board by reason of the
removal of a director without cause, may be filled only by
vote of the shareholders, subject to the provisions of said
Section 6. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of his
predecessor, and until his successor is elected and
qualified.
SECTION 6. Election of Directors by Holders of
Preferred Stock. Anything in the by-laws to the contrary
notwithstanding: In case dividends on any series of the
serial preferred stock of the Corporation at the rate or
rates prescribed for such series shall not have been paid in
full for periods aggregating one year or more, than, and
until full cumulative dividends thereon shall have been
paid, the holders of each such series shall have the right,
together with holders of all other serial preferred stock in
respect to which the same right shall be conferred, to elect
a majority of the members of the Board of Directors of the
corporation. Whenever the holders of any series of serial
preferred stock shall become so entitled, either separately
or together with the holders of other serial preferred stock
as aforesaid, to elect a majority of the members of the
Board of Directors, and upon the written request of the
holders of record of at least five percent of the total
number of shares of serial preferred stock then outstanding
and entitled to such right of election, addressed to the
Secretary of the Corporation, a special meeting of the
holders of serial preferred stock entitled to such right of
election and the holders of Common Stock shall be called for
the purpose of electing directors. At such meeting the
holders of serial preferred stock and the holders of Common
Stock shall vote separately, and the holders of serial
preferred stock present in person or by proxy at such
meeting shall be entitled to elect, by a plurality of votes
cast by them, a majority of the members of a new Board of
Directors of the corporation, and the holders of Common
Stock present in person or by proxy shall be entitled to
elect, by a plurality of votes cast by them, the remainder
of the new Board of Directors. The persons so elected as
directors shall thereupon constitute the Board of Directors
of the Corporation, and the terms of office of the previous
directors of the Corporation shall thereupon terminate. The
term "a majority of the members of Board of Directors" as
herein used shall mean one more than one half of the total
number of directors provided for by the by-laws, regardless
of the number then in office, and in case one half of such
number shall not be a whole number, such one half shall be
the next smaller whole number. In the event of any vacancy
in the Board of Directors among the directors elected by the
holders of serial preferred stock, such vacancy may be
filled by the other directors elected by them, and if not so
filled may be filled by the holders of serial preferred
stock entitled to the right of election as aforesaid at a
special meeting of the holders of said stock called for that
purpose, and such a meeting shall be called upon the written
request of at least five percent of the total number of
shares of serial preferred stock then outstanding and
entitled to such right of election. If and when, however,
full cumulative dividends upon any series of the serial
preferred stock shall at any subsequent time be paid, then
and thereupon such power of the holders of such series of
serial preferred stock to vote in the election of a majority
of the members of the Board of Directors shall cease;
subject, however, to being again revived at any subsequent
time if there shall again be default in payment of dividends
upon such series of serial preferred stock for periods
aggregating one year or more as aforesaid. Whenever such
power of the holders of all series of serial preferred stock
to vote shall cease, the proper officer of the Corporation
may and upon the written request of the holders of record of
five percent of the total number of shares of Common Stock
then outstanding shall call a special meeting of the holders
of Common Stock for the purpose of electing directors. At
any meeting so called, the holders of a majority of the
Common Stock then outstanding, present in person or by
proxy, shall be entitled to elect, by a plurality of votes,
a new Board of Directors of the Corporation. The persons so
elected as directors shall thereupon constitute the Board of
Directors of the Corporation, and the terms of office of the
previous directors of the Corporation shall thereupon
terminate.
SECTION 7. Regular Meetings. The directors shall
hold a regular annual meeting for the election of officers
as soon as practicable after the adjournment of the Annual
Meeting of the shareholders, and, in addition, regular
meetings of the directors shall be held at such times as the
Board of Directors may by resolution determine. No notice
of the Annual Meeting shall be required if held immediately
after the Annual Meeting of the shareholders and if a quorum
is present.
SECTION 8. Special Meetings. Special meetings of the
directors may be called by the Chairman of the Board of
Directors or by the President or by any two directors at any
time and must be called by the Secretary on the written
request of any two directors.
SECTION 9. Notice and Place of Meetings. Regular
meetings shall be held at such place or places either within
or without the State of New York as the Board of Directors
may from time to time determine. Special meetings shall be
held at such place or places either within or without the
State of New York as may be specified in the respective
notices of the meetings. Except as provided in Section 7 of
this Article II, notice of any regular or special meeting of
the directors shall be mailed to each director addressed to
him at his residence or usual place of business at
least two days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegraph, or
be delivered personally or by telephone, not later than the
day before the day on which the meeting is to be held.
SECTION 10. Business Transacted at Meetings. Any
business may be transacted and any corporate action taken at
any regular or special meeting of the directors whether
stated in the notice of the meeting or not.
SECTION 11. Quorum and Manner of Acting. Any five of
the directors in office at the time of any meeting of the
Board shall constitute a quorum and, except as by law
otherwise provided, the act of a majority of the directors
present at any such meeting, at which a quorum is present,
shall be the act of the Board of Directors. In the event it
is necessary to obtain a quorum, and only in such event, at
the discretion of the presiding Board member, any one or
more members of the Board may be present and participate in
a meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons
participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence
in person at such meeting. In the absence of a quorum, the
directors present may adjourn the meeting from time to time
until a quorum be had. Notice of any adjourned meeting need
not be given other than by announcement at the meeting. The
directors shall act only as a Board and the individual
directors shall have no power as such.
SECTION 12. Compensation. As compensation for the
services of the directors, each director, other than an
employee of the Corporation, shall receive annually the
amount of $12,000 and, in addition, the sum of $650 for each
regular or special meeting of the Board which he attends.
SECTION 13. Indemnification of Officers and
Directors. Any person made, or threatened to be made a
party to any action or proceedings, whether civil or
criminal, by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Board of
Directors, or officer or employee of the Corporation or
serves or served any other corporation in any capacity at
the request of the Corporation, shall be indemnified by the
Corporation, and the Corporation may advance his related
expenses, to the full extent authorized or permitted by law.
The Corporation may enter into indemnification agreements
with such directors and officers, as the Chairman of the
Board and/or President shall authorize, to the full extent
authorized or permitted by law.
SECTION 14. Committees of the Board. The Board, by
resolution adopted by a majority of the entire Board, may
designate from among its members, in addition to the
Executive Committee provided for in Article III of these By-
Laws, committees of the Board, each consisting of three or
more directors, and each of which shall have the powers and
duties prescribed in the resolution designating such
committees. Anything in these By-Laws or in the resolution
designating such committees to the contrary notwithstanding,
in the event it is necessary to obtain a quorum, and only in
such event, at the discretion of the presiding committee
member, any one or more members of any committee of the
Board of Directors may participate in any meeting of such
committee by means of a conference telephone or similar
communications equipment allowing all persons participating
in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in
person at such meeting.
ARTICLE III.
EXECUTIVE COMMITTEE
SECTION 1. How Constituted and Powers. The Board of
Directors, by resolution adopted by a majority of the entire
Board, may designate two or more of the directors, together
with the Chairman of the Board of Directors, and the
President, to constitute an Executive Committee, to serve at
the pleasure of the Board, which Committee shall during the
intervals between meetings of the Board of Directors, unless
limited by the resolution appointing such Committee, have
authority to exercise all or any of the powers of the Board
of Directors in the management of the affairs of the
Corporation, insofar as such powers may lawfully be
delegated. The Board may designate one or more directors as
alternate members of such Committee, who may replace any
absent member or members at any meeting of such Committee.
SECTION 2. Removal and Resignation. Any member of
the Executive Committee, except a member ex officio, may be
removed at any time with or without cause, by resolution
adopted by a majority of the entire Board. Any member of
the Executive Committee may resign at any time. Such
resignation shall be in writing and shall take effect at the
time specified therein, or, if no time be specified, at the
time of its receipt by the Chairman of the Board of
Directors or the President or Secretary. The acceptance of
a resignation shall not be necessary to make it effective
unless so specified therein. Any person ceasing to be a
director shall ipso facto cease to be a member of the
Executive Committee.
SECTION 3. Filling of Vacancies. Any vacancy among
the members of the Executive Committee occurring from any
cause whatsoever may be filled from among the directors by a
majority of the entire Board of Directors.
SECTION 4. Quorum. A majority of the members of the
Executive Committee shall constitute a quorum. The act of a
majority of the members of the Executive Committee present
at any meeting at which a quorum is present shall be the act
of the Executive Committee. The members of the Executive
Committee shall act only as a committee and the individual
members thereof shall have no powers as such.
SECTION 5. Record of Proceedings, etc. The Executive
Committee shall keep a record of its acts and proceedings
and shall report the same to the Board of Directors when and
as required.
SECTION 6. Organization, Meetings, etc. The
Executive Committee shall make such rules as it may deem
expedient for the regulation and carrying on of its meetings
and proceedings.
SECTION 7. Compensation of Members. The members of
the Executive Committee shall be entitled to such
compensation as may be allowed them by resolution of the
Board of Directors.
ARTICLE IV.
OFFICERS
SECTION 1. Election. The Board of Directors, at its
regular annual meeting, shall elect or appoint from their
number a Chairman of the Board of Directors and the Chairmen
of Committees of the Board and may elect or appoint a vice
chairman of the Board of Directors and vice chairmen of
Committees of the Board, which officers shall be officers of
the Board; and it shall elect or appoint a President, one or
more Vice Presidents, a Secretary, a Treasurer, and a
Controller which officers shall be officers of the
Corporation. Each of said officers, subject to the
provisions of Sections 2 and 3 of this Article, shall hold
office, if elected, until the meeting of the Board following
the next Annual Meeting of shareholders and until his
successor has been elected and qualified, or, if appointed,
for the term specified in the resolution appointing him and
until his successor has been elected or appointed. Any two
or more offices may be held by the same person, except the
offices of President and Secretary. Should any of the
officers of the Board or the President cease to be a
director, he shall ipso facto cease to be such officer.
SECTION 2. Removal. Any officer may be removed
summarily with or without cause at any time by resolution of
the Board of Directors, or, except in the case of any
officer elected by the Board of Directors, by any committee
or officer upon whom such power of removal may be conferred
by the Board of Directors, without prejudice, however, to
any rights which any such person may have by contract.
SECTION 3. Resignation of Officers. Any officer may
resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein,
or, if no time be specified, at the time of its receipt by
another officer of the Corporation. The acceptance of a
resignation shall not be necessary to make it effective
unless so specified therein.
SECTION 4. Filling of Vacancies. A vacancy in any
office, from whatever cause arising, shall be filled for the
unexpired portion of the term in the manner provided in
these by-laws for the regular election or appointment of
such officer.
SECTION 5. Compensation. The compensation of the
officers shall be fixed by the Board of Directors or by any
committee or superior officer upon whom power in that regard
may be conferred by the Board of Directors.
SECTION 6. Chairman of the Board of
Directors and Chief Executive Officer. The Chairman of the
Board of Directors shall, when present, preside at all
meetings of the shareholders and the Board of Directors. He
shall be Chairman of the Executive Committee. He shall be
responsible for direction of the policy of the Board of
Directors and shall have the power and perform the duties
necessary to implement such responsibility. He shall be the
Chief Executive Officer of the Corporation and shall have
the power and perform the duties usually appertaining to the
chief executive of a corporation.
SECTION 7. Vice Chairman of the Board of Directors.
In the absence of the Chairman of the Board of Directors,
the Vice Chairman shall, when present, preside at all
meetings of the shareholders and the Board of Directors. He
shall have such powers and perform such duties as the
Chairman of the Board of Directors shall delegate to him.
SECTION 8. President and Chief Operating Officer.
The President shall, subject to the authority of the
Chairman of the Board of Directors, have the power and
perform the duties usually appertaining to the president of
a corporation, and such power and duties as the Chairman of
the Board of Directors shall assign to him. He shall be a
member of the Board of Directors and of the Executive
Committee. He shall be the Chief Operating Officer of the
Corporation and shall have the power and perform the duties
usually appertaining to the chief operating officer of a
corporation.
SECTION 9. The Vice Presidents. The Vice Presidents
shall have such duties as may from time to time be assigned
to them by the Board of Directors or the President, or by
the Chairman of the Board in the President's absence. When
performing the duties of the President, they shall have all
the powers of, and be subject to all the restrictions upon,
the President.
SECTION 10. The Treasurer. The Treasurer shall:
(a) Except as otherwise ordered by the Board, have
charge and custody of, and be responsible for all funds,
securities, receipts and disbursements of the Corporation
and shall deposit, or cause to be deposited, all money and
other valuable effects in its name in such banks, trust
companies or other depositaries as shall be selected in
accordance with these by-laws;
(b) Receive and give receipts for payments made to the
Corporation and take and preserve proper receipts for all
monies disbursed by it;
(c) In general, perform such duties as are incident to
the office of Treasurer, or as may be from time to time
assigned to him by the Board of Directors or the President,
or as may be prescribed by law or by these by-laws.
The Treasurer shall give to the Corporation a bond if,
and in such sum as, required by the Board of Directors,
conditioned for the faithful performance of the duties of
his office and the restoration to the Corporation at the
expiration of his term of office, or in case of his death,
resignation or removal from office, of all books, papers,
vouchers, money or other property of whatever kind, in his
possession belonging to the Corporation.
SECTION 11. Controller. The Controller shall:
(a) Keep at the office of the Corporation correct
books of account of all its business and transactions,
subject to the supervision and control of the President and
Treasurer;
(b) Exhibit at all reasonable times his books of
accounts and records to any of the directors upon
application during business hours at the office of the
Corporation where such books and records are kept;
(c) Render a full statement of the financial condition
of the Corporation whenever requested so to do by the
President or by the Board of Directors; and
(d) In general, perform such duties as may be from
time to time assigned to him by the Board of Directors or
the President.
SECTION 12. The Secretary. The Secretary shall:
(a) Keep the minutes of the meetings of the
shareholders, Board of Directors and Executive Committee in
books provided for the purpose;
(b) See that all notices are duly given in accordance
with the provisions of these by-laws or as required by law;
(c) Be custodian of the seal of the Corporation and
see that it or a facsimile thereof is affixed to all stock
certificates prior to their issue, and that it is affixed to
all documents the execution of which under the seal of the
Corporation is duly authorized or which require that the
seal be affixed thereto;
(d) Have charge of the stock certificate books of the
Corporation and keep, or cause to be kept, at the office of
the Corporation or at the office of its transfer agent or
registrar, a record of shareholders of the Corporation,
containing the names and addresses of all shareholders, the
number and class of shares held by each and the dates when
they respectively became the owners of record thereof; and
(e) In general, perform such duties as are incident to
the office of Secretary, or as may be from time to time
assigned to him by the Board of Directors or the President,
or as are prescribed by law or by these by-laws.
SECTION 13. Other Officers. Other officers,
including one or more additional Vice Presidents, may from
time to time be appointed by the Board of Directors or by
any officer or committee upon whom a power of appointment
may be conferred by the Board of Directors, which other
officers shall have such powers and perform such duties as
may be assigned to them by the Board of Directors or the
President and shall hold office for such terms as may be
designated by the Board of Directors or the officer or
committee appointing them.
ARTICLE V.
CONTRACTS, LOANS, BANK ACCOUNTS, ETC.
SECTION 1. Contracts, etc., How Executed. The Board
of Directors, except as in these by-laws otherwise provided,
may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of
Directors, no officer or agent or employee shall have any
power or authority to bind the Corporation by any contract
or engagement or to pledge its credits or to render it
liable pecuniarily for any purpose or to any amount.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no negotiable paper shall be
issued in its name, unless authorized by the vote of the
Board of Directors. When so authorized, any officer or
agent of the Corporation may effect loans and advances for
the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual and
for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness
of the corporation. When so authorized any officer or agent
of the Corporation, as security for the payment of any and
all loans, advances, indebtedness and liabilities of the
Corporation, may pledge, hypothecate or transfer any and all
stocks, securities and other personal property at any time
held by the Corporation, and to that end endorse, assign and
deliver the same. Such authority may be general or confined
to specific instances. The Board of Directors may authorize
any mortgage or pledge of, or the creation of a security
interest in, all or any part of the corporate property, or
any interest therein, wherever situated.
SECTION 3. Checks, Drafts, etc. All checks, drafts
or other orders for the payment of money, notes or other
evidence of indebtedness issued in the name of the
Corporation shall be signed by the Treasurer or such other
officer or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation
shall be deposited from time to time to its credit in such
banks, trust companies or other depositaries as the Board of
Directors may select, or as may be selected by an officer or
officers, agent or agents of the Corporation to whom such
power, from time to time, may be delegated by the Board of
Directors and, for the purpose of such deposit, checks,
drafts and other orders for the payment of money which are
payable to the order of the Corporation may be endorsed,
assigned and delivered by the President or a Vice President,
or the Treasurer or the Secretary, or by any officer, agent
or employee of the Corporation to whom any of said officers,
or the Board of Directors, by resolution, shall have
delegated such power.
SECTION 5. General and Special Bank Accounts. The
Board of Directors may from time to time authorize the
opening and keeping of general and special bank accounts
with such banks, trust companies or other depositaries as
the Board may select and may make such special rules and
regulations with respect thereto, as it may deem expedient.
ARTICLE VI.
SECTION 1. Issue of Certificates of Stock.
Certificates for shares of the capital stock of the
Corporation shall be in such form as shall be approved by
the Board of Directors. They shall be numbered, as nearly
as may be, in the order of their issue and shall be signed
by the Chairman of the Board of Directors or by the
President or a Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer, and sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or its employee.
SECTION 2. Transfer of Stock. Shares of the capital
stock of the Corporation shall be transferable by the holder
thereof in person or by duly authorized attorney upon
surrender of the certificate or certificates for such shares
properly endorsed. Every certificate of stock exchanged or
returned to the Corporation shall be appropriately
cancelled. A person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner
thereof as regards the Corporation. The Board of Directors
may make such other and further rules and regulations as
they may deem necessary or proper concerning the issue,
transfer and registration of stock certificates.
SECTION 3. Lost, Destroyed and Mutilated
Certificates. The holder of any stock of the Corporation
shall immediately notify the corporation of any loss,
destruction or mutilation of the certificates therefor. The
Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it alleged to
have been lost or destroyed, and the Board of Directors may,
in its discretion, require the owner of the lost or
destroyed certificate or his legal representatives to give
the Corporation a bond in such sum and with such surety or
sureties, as they may require to indemnify the Corporation,
and any registrar or transfer agent of its stock, against
any claim that may be made against it by reason of the issue
of such new certificate and against all other liability in
the premises.
ARTICLE VII.
DIVIDENDS, SURPLUS, ETC.
SECTION 1. General Discretion of Directors. The
Board of Directors shall have the power from time to time to
fix and determine and to vary the amount of working capital
of the Corporation, to determine whether any and, if any,
what dividends shall be declared and paid to the
shareholders, to fix the date or dates for the payment of
dividends, and to fix a time, not exceeding 50 days
preceding the date fixed for the payment of any dividend, as
a date for the determination of shareholders entitled to
receive payment of such dividend. When any dividend is paid
or any other distribution is made, in whole or in part, from
sources other than earned surplus, it shall be accompanied
by a written notice (1) disclosing the amounts by which such
dividend or distribution affects stated capital, surplus and
earned surplus, or (2) if such amounts are not determinable
at the time of such notice, disclosing the approximate
effect of such dividend or distribution as aforesaid and
stating that such amounts are not yet determinable.
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
SECTION 1. Fiscal Year. The fiscal year of the
Corporation shall be the calendar year.
SECTION 2. Waiver of Notice. Notice of meeting need
not be given to any shareholder who submits a signed waiver
of notice, in person or by proxy, whether before or after
the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to
the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him. Notice
of a meeting need not be given to any director who submits a
signed waiver of notice whether before or after the meeting,
or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him. Whenever
the Corporation or the Board of Directors or any committee
thereof is authorized to take any action after notice to any
person or persons or after the lapse of a prescribed period
of time, such action may be taken without notice and without
the lapse of such period of time, if at any time before or
after such action is completed the person or persons
entitled to such notice or entitled to participate in the
action to be taken or, in the case of a shareholder, by his
attorney-in-fact, submit a signed waiver of notice of such
requirements.
SECTION 3. Notices. Whenever by the by-laws any
written notice is required to be given to any shareholder,
director or officer, the same may be given, unless otherwise
required by law and except as hereinbefore otherwise
expressly provided, by delivering it personally to him or by
mailing or telegraphing it to him at his last known post
office address. Where a notice is mailed or telegraphed, it
shall be deemed to have been given at the time it is mailed
or telegraphed.
SECTION 4. Examination of Books. The Board of
Directors shall, subject to the laws of the State of New
York have power to determine from time to time, whether, to
what extent, and under what conditions and regulations the
accounts and books of the Corporation or any of them shall
be open to the inspection of the shareholders, and no
shareholder shall have any right to inspect any account book
or document of the Corporation except as conferred by the
laws of the State of New York unless and until authorized so
to do by resolution of the Board of Directors or
shareholders of the Corporation.
SECTION 5. Gender. Words used in these by-laws
importing the male gender shall be construed to include the
female gender, wherever appropriate.
ARTICLE IX.
AMENDMENTS
SECTION 1. Amendment by Directors. The Board of
Directors shall have the power without the assent or vote of
the shareholders to adopt by-laws, and except as hereinafter
provided in Section 2 of this Article, and subject to such
limitations as may be imposed by law, to rescind, alter,
amend or repeal by a vote of a majority of the whole Board
any of the by-laws, whether adopted by the Board or by the
shareholders.
SECTION 2. Amendment by Shareholders. The
shareholders shall have power to rescind, alter, amend or
repeal any by-laws and to adopt by-laws which, if so
expressed, may not be rescinded, altered, amended or
repealed by the Board of Directors.
I, __________________, Secretary of Central Hudson Gas
& Electric Corporation, do hereby certify that the foregoing
is a full, true and correct copy of the by-laws of said
Corporation as in effect at the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as
Assistant Secretary of said Corporation and hereunto affixed
its corporate seal this day of _______, 199_.
.............................
Secretary
4/5/94
<PAGE>
B Y - L A W S
OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
</PAGE>
