<PAGE> 1
File Number 70-8285
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
FORM U-1
APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other party)
CNG ENERGY COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President
and General Counsel
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
N. F. CHANDLER, General Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 2
File Number 70-8285
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company and CNG Energy Company
hereby amend their Form U-1 under the above indicated file number
as follows.
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits and financial statement are made
a part of this statement:
(a) Exhibits
________
A-1 Certificate of Incorporation of CNG Energy
A-2 By-Laws of CNG Energy
SIGNATURES
__________
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned Company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
CNG ENERGY COMPANY
By N. F. Chandler
Their Attorney
Dated: February 14, 1994
<PAGE> 1
EXHIBIT A-1
CERTIFICATE OF INCORPORATION
OF
CNG ENERGY COMPANY
FIRST. The name of the Corporation is
CNG ENERGY COMPANY
__________________
SECOND. Its registered office in the State of Delaware is to
be located at No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The registered agent in charge
thereof at such address is The Corporation Trust Company.
THIRD. The nature of the business, and the objects and
purposes proposed to be transacted, promoted and carred on are to
enage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH. The amount of the total authorized capital stock of
this Company is One Hundred Twelve Million Five Hundred Thousand
Dollars ($112,500,000) divided into 112,500 shares of One
Thousand Dollars ($1,000) par value each.
FIFTH. The name and mailing address of each incorporator is
as follows:
Name Mailing Address
____ _______________
K. L. Husfelt 100 West Tenth Street
Wilmington, Delaware 19801
B. A. Schuman 100 West Tenth Street
Wilmington, Delaware 19801
E. L. Kinsler 100 West Tenth Street
Wilmington, Delaware 19801
<PAGE> 2
SIXTH. The powers of the incorporators shall terminate upon
the filing of this Certificate of Incorporation, and the names
and mailing addresses of persons to serve as diretors until the
first annual meeting of stockholders or until their successors
are elected and qualify are:
Name Mailing Address
____ _______________
G. J. Tankersley 4 Gateway Center
Pittsburgh,PA 15222
T. A. White 4 Gateway Center
Pittsburgh,PA 15222
H. A. Offutt 4 Gateway Center
Pittsburgh,PA 15222
SEVENTH. For the management of the business and for the
conduct of the affairs of the Company, and in further definition,
limitation and regulation of the powers of the Company and of its
directors and stockholders, it is further provided:
1. The number of directors of the Company shall be such as
from time to time shall be fixed by, or in the manner
provided in, the By-Laws.
2. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized:
(a) To make, alter or repeal the By-Laws of the Company
subject to the power of the stockholders to alter or
repeal the By-laws made by the Board of Directors.
(b) To authorize and cause to be executed mortgages and
liens upon the real and personal property of the
Company.
<PAGE> 3
(c) To determine whether any, and, if any, what part, of
the net profits of the Company or of its surplus
shall be declared in dividends and paid to the
stockholders, and to direct and determine the use and
disposition of any such net profits or such net
assets in excess of capital.
(d) To set apart out of any funds of the Company
available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve or
reserves, to make such other provisions, if any, as
the Board of Directors may deem necessary or
advisable for working capital, for additions,
improvements and betterments to plant and equipment,
for expansion of the business of the Company
(including the acquisition of real and personal
property for that purpose) and for any other purposes
of the Company.
(e) By resolution or resolutions passed by a majority of
the whole Board of Directors, to designate one or
more committees, each committee to consist of two or
more of the Directors of the Company. Any such
committee to the extent provided in the resolution or
in the By-Laws of the Company, shall have and may
exercise the powers of the Board of Directors in the
management of the business and affairs of the
Company.
<PAGE> 4
(f) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and
outstanding having voting power given at a
stockholders' meeting duly called upon such notice as
is required by statute, or when authorized by the
written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease
or exchange all or substantially all of the property
and assets of the Company, including its good will
and its corporate franchises, upon such terms and
conditions and for such consideration, which may
consist in whole or in part of money or property
including shares of stock in, and/or other securities
of, any other corporation or corporations, as its
Board of Directors shall deem expedient and for the
bests interest of the Company.
(g) The Company may in its By-Laws confer powers upon its
Board of Directors in addition to the foregoing, and
in addition to the powers and authorities expressly
conferred upon it by statute.
EIGHTH. Meetings of directors and stockholders may be held
within or without the State of Delaware, as the By-Laws may
provide. The books of the Company may be kept (subject to any
provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time
to time by the Board of Directors or in the By-Laws of the
Company. Election of directors need not be by written ballot
unless the By-Laws of the Company shall so provided.
<PAGE> 5
NINTH. The Company reserves the right to amend, alter,
change or repeal any provisions contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the Incorporators
hereinbefore named, for the purpose of forming a corporation
pursuant to the General Corporation Law of the State of Delaware,
do make this certificate, hereby declaring and certifying that
this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 26th day of
October, 1981.
K. L. Husfelt (SEAL)
__________________________
K. L. Husfelt
B. A. Schuman (SEAL)
__________________________
B. A. Schuman
E. L. Kinsler (SEAL)
__________________________
E. L. Kinsler
<PAGE> 1 Exhibit A-2
CNG ENERGY COMPANY
BYLAWS
______
Effective March 15, 1990
<PAGE> 2
CONTENTS
1. OFFICES OF THE COMPANY
2. ANNUAL MEETINGS OF STOCKHOLDERS
3. SPECIAL MEETINGS OF STOCKHOLDERS
4. QUORUM AND VOTING AT MEETINGS
5. THE BOARD OF DIRECTORS
6. MEETINGS OF THE BOARD
7. THE COMMITTEES OF DIRECTORS
8. NOTICES
9. ACTION BY STOCKHOLDERS AND DIRECTORS WITHOUT MEETING
10. THE OFFICERS
11. THE CHAIRMAN OF THE BOARD AND THE PRESIDENT
12. THE VICE PRESIDENTS
13. THE SECRETARY AND ASSISTANT SECRETARIES
14. THE TREASURER AND ASSISTANT TREASURERS
15. INDEMNIFICATION
16. CERTIFICATES OF STOCK
17. DIVIDENDS
18. FISCAL YEAR
19. SEAL
20. EMERGENCY BYLAWS
21. AMENDMENTS
<PAGE> 3
CNG ENERGY COMPANY
BYLAWS
1. OFFICES OF THE COMPANY
______________________
1.01 The principal office of the company shall be in the
City of Pittsburgh, County of Allegheny, Commonwealth of
Pennsylvania.
1.02 The Company may also have offices at such other places
as the Board of Directors may from time to time determine or the
business of the Company may require.
2. ANNUAL MEETINGS OF STOCKHOLDERS
_______________________________
2.01 The annual meetings of Stockholders for the election
of Directors shall be held at the principal office of the Company
or at such other place within or without the Commonwealth of
Pennsylvania as the Board may designate from time to time.
2.02 The annual meeting of Stockholders shall be held on
the secular day, not a legal holiday, immediately preceding the
third Tuesday of May in each year, at such time as shall be
designated by the Secretary and set forth in the notice of the
meeting. The Stockholders shall elect a Board of Directors and
transact such other business as may properly come before the
meeting.
<PAGE> 4
3. SPECIAL MEETINGS OF STOCKHOLDERS
________________________________
3.01 Special meetings of Stockholders for any purpose or
purposes may be held at the time and place that shall be stated
in the notice of the meeting or in a duly executed waiver of
notice.
3.02 Special meetings of Stockholders may be called by the
Board, the president and Secretary, or the holders of not less
than ten percent of all the shares entitled to vote at such
meetings, unless otherwise prescribed by statute or by the
charter.
3.03 The business transacted at any special meeting of
Stockholders shall be limited to the purposes stated in the
notice.
4. QUORUM AND VOTING AT MEETINGS
_____________________________
4.01 The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings
of Stockholders for the transaction of business, except as
otherwise provided by statute or the charter or these bylaws.
If, however, such quorum shall not be present or represented at
any meeting of Stockholders, the Stockholders entitled to vote,
present in person or represented by proxy, shall have power to
<PAGE> 5
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meetings, 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.
4.02 When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power,
present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one
upon which a different vote is required by express provision of a
statute or the charter or these bylaws, in which case such
express provision shall control the decision of such question.
4.03 At any meeting of Stockholders every Stockholder
having the right to vote shall be entitled to vote in person or
by proxy appointed by an instrument in writing subscribed by such
Stockholder or authorized agent and bearing a date not more than
one year prior to said meeting, unless such instrument provides
for a longer period. Each Stockholder shall have one vote for
each share of stock having voting power and registered in the
Stockholder's name on the books of the company. Except where a
date shall have been fixed as a record date for the
<PAGE> 6
determination of Stockholders entitled to vote at any meeting, no
share of stock which shall have been transferred on the books of
the company within ten days next preceding such meeting shall be
voted.
4.04 The person presiding at any meeting of Stockholders
may appoint one or more inspectors to determine the vote on any
question or election of Directors.
5. THE BOARD OF DIRECTORS
______________________
5.01 The number of Directors which shall constitute the
whole Board shall be fixed by resolution of a majority of the
whole Board.
5.02 Except as otherwise provided herein, the Directors
shall be elected at the annual meeting of Stockholders, and each
Director shall hold office until his successor shall be elected
and qualified; provided, however, that the term of office of a
Director who is an employee of the Company shall expire
simultaneously with his retirement from active service with the
Company. Directors need not be Stockholders.
5.03 Newly created directorships resulting from an increase
in the number of Directors constituting the whole Board and all
vacancies occurring in the membership of the Board may
<PAGE> 7
be filled by the affirmative vote of a majority of the remaining
Directors, though less than a quorum. A Director elected to fill
a newly created directorship or to fill a vacancy shall hold
office until his successor shall be elected and qualified.
5.04 The business of the company shall be managed by the
Board which may exercise all of the powers of the company except
those that are by statute or the charter or these bylaws
conferred upon or reserved to the Stockholders.
5.05 To the full extent that the General Corporation Law of
the State of Delaware, as the same now exists, permits
elimination or limitation of the liability of directors, no
director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involves intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived
an improper personal benefit.
5.06 To the full extent permitted by law, all directors of
the Corporation shall be afforded any exemption from liability
or limitation of liability permitted by any subsequent
<PAGE> 8
enactment, modification or amendment of the General Corporation
Law of the State of Delaware.
5.07 Any repeal or modification of either or both of the
foregoing paragraphs by the stockholders of the Corporation shall
not adversely affect any exemption from liability, limitation of
liability or other right of a director of the Corporation with
respect to any matter occurring prior to such repeal or
modification.
6. MEETINGS OF THE BOARD
_____________________
6.01 Meetings of the Board may be held at such times and
places that the Board may from time to time designate by
resolution, or any such meeting may be held at the time and place
which shall be stated in the notice thereof as herein provided.
6.02 Notice of the time, place, or purpose of any meeting
of the Board may be dispensed with if every Director shall attend
in person, or if every absent Director shall, in writing, filed
with the records of the meeting either before or after the
holding thereof, waive such notice.
6.03 The notice or waiver of notice of a meeting of the
Board need not specify the purpose thereof.
<PAGE> 9
6.04 The majority of Directors shall constitute a quorum
for the transaction of business, unless otherwise required by
statute or the charter or these bylaws. The act of a majority of
the Directors at any meeting at which a quorum is present shall
be the act of the Board, unless otherwise required by statute or
the charter or these bylaws.
6.05 If a quorum shall not be present at a meeting of the
Board, the Directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum shall be present.
7. THE COMMITTEES OF DIRECTORS
___________________________
7.01 The Board may, by resolution or resolutions adopted by
a majority of the whole Board, designate one or more committees.
Each committee shall consist of two or more of the Directors
which, to the extent provided in the resolution or resolutions,
shall have and may exercise the powers of the Board in the
management of the business and affairs of the company. Each
committee shall have such name and duties that may be determined
from time to time by resolution adopted by the Board.
7.02 The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.
<PAGE> 10
8. NOTICES
_______
8.01 Whenever any notice required by statute or the charter
or these bylaws must be given to a Stockholder or a Director or
an officer, other than notices elsewhere herein provided for,
such notice may be given in writing and mailed to such person at
the address thereof appearing on the books of the company; and
such notice shall be deemed to be given at the time the same is
deposited in the United States mail. Any such notice to a
Director or Officer may be given by telephone or telegram in lieu
of mailing.
8.02 A waiver of the notice provided for in section 8.01,
signed either before or after the time stated in the notice by
the person entitled thereto, shall be deemed equivalent to giving
such notice.
9. ACTION BY STOCKHOLDERS AND DIRECTORS WITHOUT MEETING
____________________________________________________
9.01 Whenever the vote of Stockholders at a meeting thereof
is required or permitted to be taken in connection with any
corporate action, the meeting and vote of Stockholders may be
dispensed with if all the Stockholders who would have been
entitled to vote upon the action, if such meeting were held,
shall agree in writing to such corporate action being taken.
<PAGE> 11
9.02 Whenever the vote of Directors at a meeting thereof is
required or permitted to be taken in connection with any Company
action, the meeting and vote of Directors may be dispensed with
if all the Directors agree in writing to such Company action
being taken.
10. THE OFFICERS
____________
10.01 The Officers of the company shall be chosen by the
Board and they shall be a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary, Treasurer, and such other
Officers as the Board and the organization of the Company may
require. The Chairman and President shall be chosen from among
the Directors.
10.02 The Board may appoint such officials of the company as
the Board may deem expedient or necessary.
10.03 The Board shall choose the Officers and appoint the
officials of the Company at the Board's first meeting after the
annual meeting of Stockholders.
10.04 The same person may hold two offices except those of
Chairman, President and Vice President.
10.05 The Board may at any time, by affirmative vote of a
majority of the Board, create and fill new offices, fill
<PAGE> 12
vacancies in existing offices, or vacate and discontinue offices
then existing.
10.06 The Officers and officials of the Company shall hold
their offices until their respective successors are chosen or
appointed.
11. THE CHAIRMAN OF THE BOARD AND THE PRESIDENT
___________________________________________
11.01 The Chairman of the Board shall be in general charge
of the business of the Company and shall have the duty to see
that all orders and resolutions of the Board are carried into
effect. He shall preside at all meetings of the Stockholders and
Directors and shall perform such other duties as the bylaws or
the Board of Directors shall prescribe.
11.02 The President shall have executive direction of the
affairs of the company subject to the Chairman of the Board and
the Board of Directors. In the absence or disability of the
Chairman of the Board, the President shall preside at meetings of
the Stockholders and Directors and exercise the powers and duties
of the Chairman of the Board.
11.03 The Chairman of the Board or the President shall
execute deeds, mortgages, deeds of trust, bonds, and other
instruments, except where required or permitted by law to be
otherwise executed and except where the execution thereof shall
<PAGE> 13
be expressly delegated by the Board to some other Officer or
Official of the Company.
12. THE VICE PRESIDENTS
___________________
12.01 In the absence of the Chairman of the Board and the
President, a Vice President or other Officer selected by the
Board shall perform the duties and exercise the powers of the
President. Each Vice President shall perform such other duties
as the Board or President shall prescribe.
13. THE SECRETARY AND ASSISTANT SECRETARIES
_______________________________________
13.01 The Secretary shall attend all meetings of the Board
and all meetings of the Stockholders, shall record the
proceedings of the meetings in a book kept for that purpose, and
shall perform like duties for Committees of Directors when
required. The Secretary shall perform such other duties as may
be prescribed by the Board or the President.
13.02 The Secretary shall have custody of the Seal of the
Company. The Secretary, an Assistant Secretary, the Treasurer or
an Assistant Treasurer shall have authority to affix the Seal to
any instrument requiring it and when so affixed, the Seal may be
attested by the signature of the Secretary, Assistant Secretary,
Treasurer, or Assistant Treasurer.
<PAGE> 14
13.03 The Assistant Secretaries, in the order determined by
the Board, shall, in the absence of the Secretary, perform the
duties and exercise the powers of the Secretary. Any Assistant
Secretary shall perform such other powers as the Board may
prescribe.
14. THE TREASURER AND ASSISTANT TREASURERS
______________________________________
14.01 The Treasurer shall have the custody of the Company's
funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company.
He shall deposit all moneys and other valuable effects in the
name and to the credit of the Company in such depositories as may
be designated by the Board.
14.02 The Treasurer shall disburse the funds of the Company,
taking proper vouchers for such disbursements, and shall render
to the President and Directors, whenever they may require it,
accounts of all his transactions as Treasurer and of the
financial condition of the Company.
14.03 If required by the Board, the Treasurer shall give the
Company a bond, in such sum and with such surety as shall be
satisfactory to the Board, for the faithful performance of the
duties of his office and for the restoration to the Company, in
case of his death, resignation, retirement, or removal from
<PAGE> 15
Office, of all books, papers, vouchers, money, and other property
of whatever kind in his possession or under his control and
belonging to the Company.
14.04 The Assistant Treasurers, in the order determined by
the Board, shall, in the absence of the Treasurer, perform the
duties and exercise the powers of the Treasurer. Any Assistant
Treasurer shall perform such other duties and have such other
powers as the Board may prescribe.
15. INDEMNIFICATION
_______________
15.01 Each person who at any time is, or shall have been a
director or officer of the Corporation, or serves or has served
as a director, officer, fiduciary or other representative of
another company, partnership, joint venture, trust, association
or other enterprise (including any employee benefit plan), where
such service was specifically requested by the Corporation in
accordance with Paragraph (15.04) below, or the established
guidelines for participation in outside positions (such service
hereinafter being referred to as "Outside Service"), and is
threatened to be or is made a party to any threatened, pending,
or completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by
reason of the fact that he is, or was, a director or officer of
<PAGE> 16
the Corporation or a director, officer, fiduciary or other
representative of such other enterprise, shall be indemnified
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement ("Loss") actually and reasonably
incurred by him in connection with any such Proceeding to the
full extent permitted under the General Corporation Law of the
State of Delaware, as the same exists or may hereafter be
amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said Law permitted the
Corporation to provide prior to such amendment). The Corporation
shall indemnify any person seeking indemnity in connection with
any Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) initiated by such person was
authorized by the Board of Directors of the Corporation. With
respect to any Loss arising from Outside Service, the Corporation
shall provide such indemnification only if and to the extent that
(i) such other company, partnership, joint venture, trust,
association or enterprise is not legally permitted or financially
able to provide such indemnification, and (ii) such Loss is not
paid pursuant to any insurance policy other than any insurance
policy maintained by the Corporation.
<PAGE> 17
15.02 The right to be indemnified pursuant hereto shall
include the right to be paid by the Corporation for expenses,
including attorneys' fees, incurred in defending any such
Proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the
final disposition of such Proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of
such director, officer, fiduciary or other representative, in
which such director, officer, fiduciary or other representative
agrees to repay all amounts so advanced if it should be
determined ultimately that such director, officer, fiduciary or
other representative is not entitled to be indemnified under
applicable law.
15.03 The right to be indemnified or to the reimbursement or
advancement of expenses pursuant hereto shall in no way be
exclusive of any other rights of indemnification or advancement
to which any such director or officer, fiduciary or other
representative may be entitled, under any by law, agreement, vote
of stockholders or disinterested directors or otherwise both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer,
<PAGE> 18
fiduciary or other representative and shall inure to the benefit
of the heirs, executors and administrators of such person.
15.04 Any person who is serving or has served as a director,
officer or fiduciary of (i) another corporation of which a
majority of the shares entitled to vote in the election of its
directors is held by the Corporation at the time of such service,
or (ii) any employee benefit plan of the Corporation or of any
corporation referred to in Paragraph 15.04 (i), shall be deemed
to be doing or have done so at the request of the Corporation.
16. CERTIFICATES OF STOCK
_____________________
16.01 The shares of the Company shall be represented by
numbered certificates, and they shall be entered on the books of
the Company as they are issued. Each certificate shall exhibit
the holder's name and the number of shares and shall be signed by
the Chairman of the Board, the President or a Vice President and
the Secretary, an Assistant Secretary, the Treasurer, or
Assistant Treasurer. The Seal of the Company or a facsimile
thereof may be affixed to each certificate.
16.02 The signatures of the Officers of the Company upon a
certificate of stock may be facsimiles.
<PAGE> 19
16.03 In the event an Officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such Officer before such certificate shall have been
issued, the certificate may be issued with the same effect as if
he were such officer at the date of the certificate's issue.
17. DIVIDENDS
_________
17.01 Dividends upon the capital stock of the Company,
subject to the provisions of the charter, may be declared by the
Board at any meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to
the provisions of the charter and the applicable laws.
18. FISCAL YEAR
___________
18.01 The fiscal year shall be the calendar year.
19. SEAL
____
19.01 The Corporate Seal shall have inscribed thereon the
name of the Company and such other words and symbols as the Board
may by resolution determine. The seal may be used by causing it
or a facsimile thereof to be impressed, affixed, or reproduced.
<PAGE> 20
20. EMERGENCY BYLAWS
________________
20.02 The Board may adopt emergency bylaws, subject to
repeal or change by action of the Stockholders, which shall be
operative during any emergency resulting from an attack on the
United States of America or any nuclear or atomic disaster. The
emergency bylaws may make any provision that may be practical or
necessary for the circumstances of the emergency and in
conformity with the laws of the State of Delaware.
20.02 To the extent not inconsistent with the emergency
bylaws so adopted, these bylaws shall remain in effect during any
such emergency and upon its termination the emergency bylaws
shall cease to be operative.
21. AMENDMENTS
__________
21.01 These bylaws may be amended by the Stockholders or by
the Board. Any amendment to these bylaws made by the Board may
be altered or repealed by the Stockholders.
