Amended 2/21/85
6/19/86
7/07/88
6/14/90
6/18/92
12/8/93
6/09/94
9/19/96
1/01/97
3/20/97
6/19/97
9/18/97
9/17/98
6/17/99
9/16/99
2/17/00
6/15/00
NATIONAL FUEL GAS COMPANY
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BY-LAWS
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ARTICLE I
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Meeting of Stockholders
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1. Meetings of stockholders may be held at such place, within or
without the State of New Jersey, as may be fixed by the Board of Directors and
stated in the notice of the meeting.
2. In 1999 and thereafter, the annual meeting of stockholders shall be
held on the third Thursday in February in each year beginning at ten o'clock in
the forenoon, local time, unless such day shall be on a holiday, in which event
such meeting shall be held at the same hour on the next succeeding business day.
In 1998, the Annual Meeting of Stockholders shall be held on Thursday, February
26, 1998 at ten o'clock in the forenoon, local time.
3. Except as otherwise provided by New Jersey law, written notice of
the time, place and purpose or purposes of every meeting of stockholders shall
be given not less than 10 nor more than 60 days before the date of the meeting,
either personally or by mail, to each stockholder of record entitled to vote at
the meeting.
4. Unless otherwise provided by statute, all Special Meetings shall be
called upon the written request of three or more directors or of stockholders
owning one-fourth of the capital stock issued and outstanding.
5. Unless otherwise provided in the Company's Certificate of
Incorporation or in New Jersey law, (i) the holders of shares entitled to cast a
majority of the votes at any meeting of stockholders shall constitute a quorum
at such meeting except that the votes that holders of any class or series of
shares are entitled to cast shall not be counted in the determination of a
quorum for action to be taken at a meeting with respect to which such class or
series has no vote, and (ii) the holders of shares of any class or series
entitled to cast a majority of the votes of such class or series entitled to
vote separately on a specified item of business shall constitute a quorum of
such class or series for the transaction of such specified item of business.
If a quorum shall not be so represented, the stockholders
present at any meeting of stockholders shall have power to adjourn the meeting
to another time at the same or at another place. 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 only such business is transacted as might
have been transacted at the original meeting, it shall not be necessary to give
notice of the adjourned meeting unless after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting. In the event the
Board of Directors fixes such a new record date, a notice of the adjourned
meeting shall be given to each stockholder of record at the new record date
entitled to notice under Article I paragraph 3 of these By-Laws.
6. At each election of Directors, the proxies and ballots shall be
received and all questions respecting the qualification of voters shall be
decided by two inspectors, who shall be appointed by the presiding officer of
the meeting; provided however, that no candidate for election as Director shall
act as inspector. Such inspectors shall be sworn faithfully to perform their
duties and shall report in writing the results of the ballot.
7. A. Business transacted at an annual meeting of stockholders may
include all such business as may properly come before the meeting. Nominations
of persons for election to the Board of Directors and the proposal of business
to be considered by the stockholders may be made at an annual meeting of
stockholders:
(i) pursuant to the Corporation's notice of meeting;
(ii) by or at the direction of the Board of Directors; or
(iii) by any stockholder who was a stockholder of
record at the time of giving of notice of the
meeting, who is entitled to vote at the meeting
and who complies with the notice procedures set
forth in this Section 7.
B. For nominations or other business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder action. Such
stockholder's notice shall set forth:
(i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director:
(a) the name, age, business address of such person,
(b) the principal occupation of employment of such
person,
(c) the class and number of shares of the
Corporation which are owned beneficially by such
person, and
(d) all other information relating to such person
that is required to be disclosed in
solicitations of proxies for election of
directors in an election contest, or is
otherwise required, in each case under
applicable SEC regulations (as of February 1999,
Regulation 14A under the Securities Exchange Act
of 1934, as amended, and Rule 14a-11
thereunder), including such person's written
consent to being named in the proxy statement as
a nominee and to serving as a director if
elected;
(ii) as to any other business that the stockholder
proposes to bring before the meeting, a brief
description of the business desired to be brought
before the meeting, the reasons for conducting such
business at the meeting and any material interest in
such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made;
and
(iii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the
nomination or proposal is made:
(a) the name and address of such stockholder, as
they appear on the Corporation's books, and of
such beneficial owner, and
(b) the class and number of shares of the
Corporation which are owned beneficially and of
record by such stockholder and such beneficial
owner.
C. To be timely, a stockholder's notice under this Section 7
must be delivered to the Secretary at the principal executive offices of the
Corporation not less than 110 days prior to the date corresponding to the date
on which the Corporation first mailed its proxy materials for the prior year's
annual meeting of stockholders; provided, however, that if both:
-----------------
(i) the date of the annual meeting is changed more than
30 days from the date corresponding to the date of
the prior year's annual meeting; and
---
(ii) notice (or, if earlier, public disclosure of the date
of the annual meeting) is given or made to the
stockholders of the Corporation less than 120 days
before the date corresponding to the date on which
the Corporation first mailed its proxy materials for
the prior year's meeting of stockholders; then
(iii) a stockholder's notice to be timely must be so
received not later than the close of business on the
tenth day following the date on which such notice
(or, if earlier, such public disclosure of the date
of the annual meeting) was mailed or made by the
Corporation.
In no event shall the public announcement of an
adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice under
this Section 7.
D. Only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 7. Other than persons nominated by the
full Board or any nominating committee thereof, only such persons who are
nominated in accordance with the procedures set forth in this Section 7 shall be
eligible to serve as directors. The chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 7 and, if any proposed
nomination or business is not in compliance with this Section 7, to declare that
such defective proposal or nomination shall be disregarded, unless otherwise
provided by any applicable law.
E. Notwithstanding the foregoing provisions of this Section 7, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 7. Nothing in this Section 7 shall be deemed to affect any
rights of:
(i) the stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act; or
(ii) the holders of any series of Preferred Stock to elect
directors under specified circumstances.
F. Business transacted at a special meeting of the stockholders
shall be limited to the purposes set forth in the notice of the special meeting.
G. For purposes of this Section 7, the term "public disclosure"
shall mean disclosure in a news release reported by the Dow Jones News Service,
the Associated Press or a comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.
8. At each meeting of stockholders, the chairman of the meeting shall
fix and announce the date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at the meeting and shall
determine the order of business and all other matters of procedure. The Board of
Directors may adopt by resolution such rules and regulations for the conduct of
meetings of stockholders as it shall deem appropriate. Except to the extent
inconsistent with any such rules and regulations as adopted by the Board of
Directors, the chairman of the meeting may establish rules, which need not be in
writing, to maintain order and safety and for the conduct of the meeting.
Without limiting the foregoing, the chairman of the meeting may:
A. Determine and declare to the meeting that any business is not
properly before the meeting and therefore shall not be considered;
B. Restrict attendance at any time to bona fide shareholders of
record and their proxies and other persons in attendance at the invitation of
the chairman of the meeting;
C. Restrict dissemination of solicitation materials and use of audio
or visual recording devices at the meeting;
D. Adjourn the meeting without a vote of the stockholders, whether
or not there is a quorum present; and
E. Make rules governing speeches and debate, including time limits
and access to microphones.
ARTICLE II
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Board of Directors
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1. The Board of Directors shall consist of (i) such number of
directors, not less than seven nor more than eleven, as may be determined from
time to time by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors, and (ii) such directors as may be elected by vote of
the holders of shares of preferred stock, when and as provided in the
Certificate of Incorporation of the Company. In order to qualify for election as
a director, a nominee must be a shareholder of the Company.
2. Subject to the provisions of the Statutes of the State of New
Jersey, the Certificate of Incorporation, and the By-Laws of the Corporation,
the Board of Directors shall have full and complete management and control of
the business and affairs of the Corporation.
3. The Board of Directors may hold its meetings or any adjournment
thereof either in the State of New Jersey or elsewhere and keep the books of the
Corporation at such places within or without the State of New Jersey as the
Board of Directors may from time to time determine.
4. Meetings of the Board of Directors may be called at the direction of
the Chairman of the Board, the President, or any three of the Directors for the
time being in office.
5. Notice of any meetings of the Board of Directors shall be given to
each Director by mailing the same to him at his last known address, as the same
appears upon the records of the Corporation at least five days before the
meeting or by telegraphing, telephoning or delivering the same to him personally
at least one day before the meeting.
6. At any meeting of the Board of Directors, there may be transacted
without special notice, any business within the powers of the Directors to
transact, except that of which the Statutes of the State of New Jersey expressly
require special notice shall be given.
7. A. A majority of the Directors in office shall constitute a quorum
for the transaction of any business which may properly come before them. If a
majority of said Directors shall not be present at any meeting, the Directors
present shall have power to adjourn to a day certain, and notice of the
adjourned meeting shall be given by mailing the same addressed to each Director
at his address as the same appears upon the records of the Corporation, at least
two days prior to the adjourned meeting, or by telegraphing, telephoning or
delivering the same to him personally at least one day before said adjourned
meeting. But, if a majority of the Board of Directors are present, the said
meeting, or any adjourned meeting thereof, may be adjourned to a subsequent day;
such adjournment may be without notice of such adjournment if such notice is not
required by New Jersey Law (as of June 1997, N.J.S.A. 14A:6-10(2)).
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B. Unless a greater vote is required by applicable law or by the
Certificate of Incorporation of the Company or these By-laws (including, but not
limited to, subparagraph C of this paragraph 7), any action approved by a
majority of the votes of directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
C. Anything in these By-laws to the contrary notwithstanding, any
action taken by the Board of Directors pursuant to the terms of any Rights Plan
(as hereinafter defined) of the Company shall, unless otherwise provided by the
terms of the Rights Plan, be approved by the affirmative vote of three-fourths
(3/4ths) of the entire Board of Directors. For purposes of these By-laws, the
term "Rights Plan" shall mean any plan pursuant to which shareholders of the
Company are, upon the occurrence of certain specified events (including, but not
limited to, the acquisition by any person of a specified number of shares of
capital stock of the corporation), entitled to purchase shares of capital stock
or other securities of either the Company or the acquiring person at a
discounted price.
8. A. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or proceeding, and
any appeal therein and any inquiry or investigation which could lead to such
action, suit or proceeding ("Proceeding") by reason of the fact that such person
is or was a director or officer of the Corporation, or, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, trustee, employee or agent of another foreign or
domestic corporation, or of any partnership, joint venture, sole proprietorship,
employee benefit plan, trust or other enterprise, whether or not for profit, to
the fullest extent permitted and in the manner provided by the laws of the State
of New Jersey.
B. Nothing in this paragraph 8 shall restrict or limit the power of
the Corporation to indemnify its employees, agents and other persons, to advance
expenses (including attorneys' fees) on their behalf and to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation in connection with any Proceeding.
C. The indemnification provided by this paragraph 8 shall not
exclude any other rights to which a person seeking indemnification may be
entitled under the Certificate of Incorporation, By-Laws, agreement, vote of
shareholders or otherwise. The indemnification provided by this paragraph 8
shall continue as to a person who has ceased to be a director or officer, and
shall extend to the estate or personal representative of any deceased director
or officer.
9. A. Each Director who is not a regular full-time employee of the
Corporation or one or more of its subsidiaries, shall be paid an annual fee of
$14,000 in cash and 480 shares of the common stock of the Corporation, payable
in equal quarterly increments, in advance (i.e., as of the first business day of
the quarter). There will be proration of payments during quarters in which such
Director has only partial service. Each such share of stock of the Corporation
will be non-transferable until the later of two years from its issuance or six
months after such Director's cessation of service.
B. Each Director of the Corporation who is not a regular full-time
employee of the Corporation or one or more of its subsidiaries shall also
receive a fee of $1,200 for attendance at any meeting of the Board of Directors
and a fee of $800 for attendance at any meeting of any committee of the Board of
Directors, except that if a Director participates in a committee meeting by
telephone, the fee shall be $500. Also a Director who is not a regular full-time
employee of the Corporation or one or more of its subsidiaries and who has been
appointed as Chairman of any committee of the Board of Directors shall be paid
an annual retainer fee of $3,000 for assuming these additional responsibilities.
This retainer shall be paid July 1 of each year. Each Director shall be
reimbursed for the travel expenses incurred by him or her in attending any
meeting of the Board of Directors or any committee of the Board of Directors.
C. Each Director of the Corporation who is not a regular full-time
employee of the Corporation or one or more of its subsidiaries shall be paid
$600 for each special consultation as a Director that is with or at the request
of the Corporation's Chief Executive Officer.
10. Any contract or other transaction between the Corporation or a
subsidiary of the Corporation and any other entity shall not be void or voidable
because a Director of the Corporation is interested therein if the Corporation
has complied with the provisions of any then-applicable New Jersey statute(s)
necessary or sufficient to make the transaction not void or voidable, including,
as of June 1997, N.J.S.A. 14A:6-8(1).
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ARTICLE III
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Officers
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1. At the first meeting after the annual election, the Board of
Directors shall choose a Chairman of the Board and a President, both of whom
shall be members of the Board of Directors, and one or more Vice Presidents, a
Secretary, a Treasurer and a Controller, who need not be members of the Board of
Directors, and who shall hold their respective offices until others are chosen
and qualify in their stead. The offices of Secretary and Treasurer may be filled
by the same person.
2. In its discretion, the Board of Directors may leave unfilled for
such period as it may determine, any office except the offices of the President,
Treasurer and Secretary.
3. The Chairman of the Board shall be the Chief Executive Officer of
the Corporation. He shall preside at all meetings of the Board of Directors and
shall, during the recess of the Board of Directors, have general control and
management of the affairs and business of the Corporation. The Chairman of the
Board shall preside at stockholders' meetings.
4. In addition to the duties and responsibilities specified in the laws
of the State of New Jersey and these By-Laws, the President shall perform such
other duties as from time to time may be assigned to him or her by the Board of
Directors, and shall preside at stockholders' meetings in the absence of the
Chairman of the Board. In the absence of the Chairman of the Board, or in the
event that there is a vacancy in the office of the Chairman of the Board, the
President shall be the Chief Executive Officer of the Corporation and shall
perform all the duties of the Chairman of the Board as well as those of
President.
5. Each Vice President shall perform such duties as shall from time to
time be assigned to him by the Board of Directors, the Chairman of the Board, or
the President.
6. The Secretary, in addition to his statutory duties, shall give
proper notice of all meetings of the stockholders and of the Board of Directors.
He shall act as Secretary of all meetings of the stockholders and shall perform
such other duties as shall from time to time be assigned to him by the Board of
Directors or President.
7. The Treasurer, in addition to his statutory duties, shall keep full
and accurate accounts of receipts and disbursements of the funds belonging to
the Corporation, and shall cause to be deposited all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may from time to time be designated by the Board of Directors. He shall disburse
the funds of the Corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the President and Directors
whenever they may require it, account of all his transactions as Treasurer, and
of the financial condition of the Corporation. He shall perform such other
duties as shall be assigned to him by the Board or President, and shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors may from time to time require.
8. The Controller shall see that adequate records of all assets,
liabilities and transactions of the Corporation are maintained; that adequate
audits thereof, are currently and regularly made, and in conjunction with other
officers, initiate and enforce measures and procedures whereby the business of
the Corporation shall be conducted with maximum efficiency, safety and economy.
He shall also perform all such other duties as usually pertain to the office of
Controller. He shall be in all matters subject to the control of and responsible
to the Board of Directors alone.
9. The Board of Directors may from time to time appoint such other
officers and agents as they may deem necessary or advisable for the transaction
of the business of the Corporation, who shall hold their offices during the
pleasure of the Board of Directors and perform such duties as may from time to
time be designated or assigned to them by said Board of Directors.
10. If the office of the Chairman of the Board, the President, Vice
President, Secretary, Treasurer, or Controller or one or more of them becomes
vacant for any reason whatsoever, the Board of Directors at any duly convened
meeting may, by a majority vote of those present, fill such vacancy and the
person elected shall hold office for the unexpired term of such office and until
his successor shall be chosen.
11. All officers and agents chosen or appointed by the Board of
Directors shall be subject to removal by the Board of Directors at any time with
or without cause, and in the case of the absence of any officer or agent of the
Corporation, or for any other reason that may seem sufficient to the Board of
Directors, the said Board of Directors subject to the limitations herein
contained and the statutes in such case made and provided, may, without removal,
delegate his powers and duties to any other officer or suitable person for such
period as it shall deem proper.
12. All duly authorized bonds and debentures of the Corporation shall
be signed on behalf of the Corporation by its Chairman of the Board or its
President, or one of its Vice Presidents or, if so provided by resolution of the
Board of Directors, by one or more of such officers and such other officer or
officers designated by the Board of Directors; any or all such signatures may be
manual or facsimile signatures, the signature on interest coupons attached to
any said bonds or debentures shall be a facsimile signature; and the corporate
seal or a facsimile of such seal may be impressed, affixed, imprinted or
otherwise reproduced on said bonds and debentures and, if attested, shall be
attested by the Corporation's Secretary or Assistant Secretary by manual or
facsimile signature. In case any person whose signature (manual or facsimile)
appears upon any said bond or debenture or coupons attached thereto shall cease
to be an officer of the Corporation, or shall cease to be the officer specified
thereon, before the bonds or debentures so signed shall have been authenticated
by the trustee under the indenture or other instrument pursuant to which the
bonds or debentures are delivered or sold, such bonds or debentures or coupons
may nevertheless be adopted by the Corporation, without further action by the
Board of Directors, and authenticated and delivered and sold as though the
person or persons who so signed or attested such bonds or debentures or coupons
had not ceased to be an officer of the Corporation or the officer specified
thereof; and any bonds or debentures may be signed as aforesaid; and the seal of
the Corporation impressed, affixed, imprinted or otherwise reproduced thereon
may be attested on behalf of the Corporation as aforesaid, and coupons attached
may be signed as aforesaid by such persons as at the actual date of the
execution of the bonds or debentures or coupons shall be the proper officers of
the Corporations, although at the time of the date of the bonds or debentures,
such persons may not have been officers of the Corporation.
ARTICLE IV
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Executive Committee
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1. The Directors may appoint an executive committee and one or more
other committees of not less than three members to be chosen from among the
members of the Board of Directors. Such committees may meet at such times and
places as the committee shall, by resolution, determine and it shall make its
own rules of procedure. A majority of the members of any such committee shall
constitute a quorum.
2. Except as otherwise provided by Board resolution or statute (as of
June 1997, N.J.S.A. 14A:6-9(1)), each such committee shall have and may exercise
the power of the Board of Directors in the management of the business and
affairs of the Corporation at any time when the Board of Directors are not in
session. Each such committee shall, however, be subject to the specific
directions of the Board of Directors.
3. Each such committee shall keep regular minutes of their transactions
and shall cause them to be recorded in books to be kept for that purpose in the
office of the Corporation, and shall report the same to the Board of Directors
at their regular meetings.
ARTICLE V
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Transfer of Shares
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1. Except as otherwise provided by statute, shares evidenced by
certificates shall be transferred on the books of the Corporation only by the
holder thereof in person or by his attorney upon the surrender and cancellation
of the certificate or certificates of a like number of shares, except in the
case of lost or destroyed certificates, and in that case only after the receipt
of a satisfactory bond.
2. The Board of Directors may appoint a transfer agent and a registrar
of transfers, and may, in the case of shares represented by certificates,
require all stock certificates to bear the signature of either or both.
ARTICLE VI
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Fiscal Year
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1. The fiscal year of the Corporation shall begin on the 1st day of
October in each calendar year and end on the 30th day of September of the next
succeeding year.
ARTICLE VII
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Dividends and Working Capital
-----------------------------
1. Before declaring any dividends or making any distribution of
profits, the Directors may set apart out of the net profits or out of the
surplus of the Corporation as a reserve fund to be used as working capital or
for any other proper purpose, such sum or sums as the Directors shall in their
discretion deem just and proper and most for the benefit of the Corporation.
2. Dividends upon the capital stock of the Corporation when declared
shall be payable on dates to be determined by the Board of Directors.
ARTICLE VIII
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Closing of Transfer Books and
Fixing A Record Book
--------------------
The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders or the date for payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect.
In lieu of so closing the stock transfer books, the Board of Directors
may fix, in advance, a date, not exceeding sixty days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend, or any such
allotment of rights, or to exercise the rights in respect to any such change,
conversion or exchange of capital stock, and in such case only stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such dividend, or allotment of rights or
exercise of such rights, as the case may be, and notwithstanding any transfer of
any stock on the books of the Corporation after any such record date fixed as
aforesaid.
ARTICLE IX
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Waiver of Notice
----------------
1. Any notice required to be given by these By-Laws may be waived by
the person entitled thereto.
ARTICLE X
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Seal
----
1. The common corporate seal is and until otherwise ordered by the
Board of Directors shall be an impression upon paper or wax bearing the words -
"NATIONAL FUEL GAS COMPANY, NEW JERSEY, INCORPORATED 1902".
ARTICLE XI
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Amendment of By-Laws
--------------------
1. Except as otherwise provided by statute, the Board of Directors
shall have power to make, alter or repeal the By-Laws of the Corporation by a
vote of a majority of all the Directors at any duly convened meeting of the
Board, but any By-Laws so made or otherwise promulgated may be altered or
repealed and new By-Laws made by the stockholders at any duly convened meeting
thereof.
