<PAGE>
File No. 70-8803
CERTIFICATE OF NOTIFICATION
(Rule 24)
SECURITIES AND EXCHANGE COMMISSION
BY
GRANITE STATE ENERGY, INC.
In accordance with the order of the Securities and Exchange Commission
dated May 23, 1996, the following is a report for the second quarter of 1996:
1. Granite State Energy, Inc. (GS Energy), a New Hampshire Corporation was
formed on April 22, 1996. The corporation was capitalized on June 21,
1996, when one thousand shares of GS Energy common stock were issued
and sold to New England Electric System (NEES).
2. As of June 30, 1996 NEES had purchased 1,000 shares of GS Energy common
stock.
3. As of June 30, 1996 GS Energy employed no permanent personnel.
However, the following individuals were assigned on a substantially
full-time basis, to perform marketing duties on behalf of GS Energy:
Arthur Pearson
William O'Brien, III
Maureen Kirk
Messrs. Pearson, O'Brien, III and Ms. Kirk were employees of New
England Power Service Company during the period covered by the filing.
4. During the second quarter of 1996, GS Energy recorded an accrual for
revenues associated with kilowatt hours sold but not yet billed.
5. Attached in Exhibits A through C are a balance sheet, income statement,
and statement of cash flow for the quarter ended June 30, 1996. Also
attached in Exhibits 3(i) and 3(ii) are the Articles of Incorporation
and the By-laws respectively.
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this certificate of
notification (Commission's File No. 70-8803) to be signed on its behalf by the
undersigned officer thereunto duly authorized.
By: s/John H. Dickson
_________________________
John H. Dickson
President
Date: August 28, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Balance Sheet at June 30, 1996 Filed
(Unaudited, subject to adjustment) herewith
B Statement of Income and Accumulated Filed
Deficit for the quarter ended herewith
June 30, 1996 (Unaudited,
subject to adjustment)
C Statement of Cash Flows for the Filed
quarter ended June 30, 1996 herewith
(Unaudited, subject to adjustment)
3(i) Certificate of Incorporation of Filed
Granite State Energy, Inc. herewith
3(ii) By-laws of Granite State Energy, Inc. Filed
herewith
<PAGE>
Exhibit A
GRANITE STATE ENERGY, INC.
Balance Sheet
As of June 30, 1996
(Unaudited, Subject to Adjustment)
ASSETS
- ------
Current assets:
Cash $1,000
Unbilled Revenue 3,300
Tax Benefit Receivable 58
------
Total Assets $4,358
======
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable to associated companies $3,465
Parent Company's Investment:
Common stock, par value $1 per share 1,000
Accumulated Deficit (107)
------
893
------
Total Liabilities and Parent Company's Investment $4,358
======
<PAGE>
Exhibit B
GRANITE STATE ENERGY, INC.
Statement of Income and Accumulated Deficit
For the Quarter ended June 30, 1996
(Unaudited, Subject to Adjustment)
INCOME
Operating Revenue $3,300
------
EXPENSE
Purchased Electric Energy 3,465
Federal Income Tax (58)
------
Total Operating Expenses $3,407
------
Net Loss (107)
Retained Earnings at beginning of period 0
------
Accumulated Deficit at end of period ($107)
======
<PAGE>
Exhibit C
GRANITE STATE ENERGY, INC.
Statement of Cash Flows
For the Quarter Ended June 30, 1996
(Unaudited, Subject to Adjustment)
Operating Activities:
Net Loss ($107)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in unbilled revenue (3,300)
Increase in tax benefit receivable (58)
Increase in accounts payable 3,465
-------
Net cash provided by operating activities 0
Financing Activities:
Issue of common stock 1,000
------
Net cash provided by financing activities 1,000
Net increase in cash and cash equivalents 1,000
Cash and cash equivalents at beginning of period 0
------
Cash and cash equivalents at end of period $1,000
======
<PAGE>
Exhibit 3(i)
State of New Hampshire
Department of State
CERTIFICATE OF INCORPORATION
OF
GRANITE STATE ENERGY, INC.
The undersigned, as Deputy Secretary of State of the State of New
Hampshire, hereby certifies that Articles of Incorporation for the
incorporation of GRANITE STATE ENERGY, INC., duly signed pursuant
to the provisions of the New Hampshire Business Corporation Act,
have been received in this office.
ACCORDINGLY the undersigned, as such Deputy Secretary of State, and
by virtue of the authority vested in him by law, hereby issues this
Certificate of Incorporation of GRANITE STATE ENERGY, INC. and
attaches hereto a copy of the Articles of Incorporation.
IN TESTIMONY WHEREOF, I hereto set
my hand and cause to be affixed the
Seal of the State of New Hampshire,
this 22nd day of April A.D. 1996
[SEAL OF THE STATE OF
NEW HAMPSHIRE APPEARS
HERE] s/Robert P. Ambrose
Robert P. Ambrose
Deputy Secretary of State
<PAGE>
ARTICLES OF INCORPORATION
OF
GRANITE STATE ENERGY, INC.
The undersigned, acting as incorporator of a corporation under
the New Hampshire Business Corporation Act (RSA Chapter 293-A),
adopts the following Articles of Incorporation for such
corporation:
ARTICLE I
---------
The name of the Corporation is Granite State Energy, Inc.
ARTICLE II
----------
The street address of the Corporation's initial registered office
is 4 Park Street, Concord, New Hampshire 03301, and the name of its
initial registered agent is New England Power Company.
ARTICLE III
-----------
The corporation is empowered to transact any and all lawful
business for which a corporation may be incorporated under New
Hampshire RSA Chapter 293-A. The principal purpose for which the
corporation is organized is to provide a range of energy and
related services, including but not limited to, sales of electric
energy, audits, power quality, fuel supply, repair, maintenance,
construction, design, engineering, and consulting.
ARTICLE IV
----------
The number of shares of capital stock that the Corporation is
authorized to issue is 1,000 having a par value of $1.00 per share.
The capital stock of the Corporation shall be sold or offered
within the meaning of the New Hampshire Uniform Securities Act (RSA
Chapter 421-B).
ARTICLE V
---------
No Director or officer shall be liable to the Corporation or any
shareholder for money damages for any action taken, or any failure
to take any action, except liability for:
1. The amount of a financial benefit received by a Director or
officer to which the Director or officer is not entitled;
<PAGE>
2. An intentional infliction of harm on the Corporation or
shareholders;
3. A violation of RSA 293-A:8.33; or
4. An intentional violation of criminal law.
If the New Hampshire Business Corporation Act, or any successor
statute, is amended after the filing of these Articles of
Incorporation to authorize corporate action further eliminating or
limiting the personal liability of the Directors or officers of the
Corporation, then the liability of the Directors and officers of
the Corporation shall be eliminated or limited to the fullest
extent permitted by such amendment. Any repeal or modification of
this Article by the shareholders of the Corporation shall not
adversely affect any right or protection of a Director or officer
of the Corporation existing at the time of such repeal or
modification.
ARTICLE VI
----------
The name and address of the incorporator is:
Gregory A. Hale, 25 Research Drive, Westborough, Massachusetts
01582.
Dated: April 22, 1996
s/Gregory A. Hale
Gregory A. Hale, Sole Incorporator
<PAGE>
Form 11-A
ADDENDUM TO ARTICLES OF INCORPORATION
OF
GRANITE STATE ENERGY, INC.
STATEMENT PURSUANT TO NH RSA 421-B:13 I-a (a)
APPLICANT NAME: Granite State Energy, Inc.
BUSINESS ADDRESS: 4 Park Street
Concord, NH 03301
TELEPHONE NUMBER: (603) 225-5528
I(we) am(are) aware that the Uniform Securities Act of the State of New
Hampshire (RSA 421-B) exempts from registration up to ten (10) sales of a
corporation's securities, for a corporation newly formed or to be formed,
provided that sales are consummated within 30 days after commencement of
business by the issuer (RSA 421-B:17 II (k)).
ITEM A
------
If the corporation will be in compliance with RSA 421-B:17 II (k), the above
statute, all incorporators must initial on the lines provided in this item,
then proceed to Certification, otherwise you must complete Item B.
Initials: GAH
ITEM B
------
Please complete the appropriate section (for assistance, please call Bureau
of Securities Regulations at 271-1463):
1) If the corporation has or will be registering its securities for sale
in the State of New Hampshire, enter the date the registration statement
was or will be filed with the Bureau of Securities Regulation:
OR
2) If the corporation will not be registering its securities for sale
in the State of New Hampshire, enter the exemption claimed for sale of the
corporation's securities:
CERTIFICATION-------MUST BE COMPLETED AND NOTARIZED-------CERTIFICATION
I(we) certify that the person(s) signing this form includes all the
incorporators, and that the foregoing is true and complete to the best of
my(our) knowledge. We further certify that the articles of incorporation
state whether the capital stock will be sold or offered for sale within the
meaning of RSA 421-B.
Signature: s/Gregory A. Hale Signature: ____________________
___________________
Gregory A. Hale
Signature: ___________________ Signature: ____________________
STATE OF MASSACHUSETTS
COUNTY OF WORCESTER
Subscribed and sworn to before me this 22 day of April, 1996.
s/Paula Nicholson
_____________________________________
My commission expires: June 30, 2000
********************ORIGINAL MUST BE FILED********************
11/92
<PAGE>
NEW HAMPSHIRE DEPARTMENT OF STATE
Enclosed is the certificate of incorporation that signifies the beginning of
your corporation's existence.
Your corporation is required to file an annual report beginning the year after
the incorporation (unless incorporation was on or after Dec. 1). Due with the
annual report will be a report fee of $100.00. A late fee of $50 must be paid
for reports filed after April 15. THE CORPORATION DIVISION SENDS ANNUAL
REPORT FORMS IN JANUARY OF EACH YEAR TO THE CORPORATION OR AN ADDRESS YOU
SPECIFY. HOWEVER, IT IS THE RESPONSIBILITY OF THE CORPORATION TO OBTAIN A
REPORT FOR FILING. IF YOU DO NOT RECEIVE A REPORT FORM, YOU SHOULD CONTACT
THE CORPORATION DIVISION TO REQUEST ONE. (Tel. 603-271-3244)
If you wish to change your corporation's name, number of authorized shares, or
other provisions in the articles of incorporation, you should file articles of
amendment with our office. The fee is $35. You must also file a Form 9 with
us if your registered agent or registered office changes (fee $15).
Forms and information to dissolve the corporation are available upon request.
Corporations that do not file annual reports and/or pay fees for two years are
automatically dissolved.
Feel free to contact the Corporation Division for any further information on
requirements or our procedures.
_____________________________________
IMPORTANT BULLETIN ON BUSINESS PROFITS TAX (RSA 77-A)
from the N.H. Department of Revenue Administration
WHO: All businesses organized for gain or profit conducting business activity
within this state, including Foreign Sales Corporations (FSC), must file a
N.H. Business Profits Tax return. Exemption from filing is allowed if the
organization is expressly exempt from taxation under the U.S. Internal Revenue
Code (1986) or if the gross annual business income does not exceed $50,000.
"Gross business income" means all income for federal income tax purposes from
whatever sources derived in the conduct of business activity before any
consideration is given to allowances or deduction for cost of sales,
operations or expenses.
WHEN: The Business Profits Tax return is generally due on the same date as the
Federal Income Tax return.
WHERE: Your return should be sent to the N.H. Department of Revenue
Administration, Document Processing Division, P.O. Box 637, Concord, NH
03302-0637.
All questions concerning the application of this tax should be referred to:
Taxpayer Assistance, P.O. Box 457, Concord, NH 03302-0457. The telephone
number is (603) 271-2191.
To obtain tax forms, call (603) 271-2192.
_____________________________________
IMPORTANT INFORMATION ON BUSINESS ENTERPRISE TAX (RSA 77-E)
from the N.H. Department of Revenue Administration
WHO: All business enterprises which carry on business activity in New
Hampshire whether for profit or not may be subject to Business Enterprise Tax.
All business enterprises must file except enterprises which have gross
receipts of less than $100,000 or an "enterprise value tax base" of $50,000 or
less. Gross receipts includes all income from whatever sources derived in
the conduct of business activity before any consideration is given to
allowances or deductions for cost of sales, operations or expenses.
"Enterprise value tax base" is the sum of compensation, dividends and interest
paid or accrued.
WHEN: The Business Enterprise Tax return is due on the same date as the
Federal Income Tax return or the fifteenth day of the third month after the
close of the tax year for corporations or the fifteenth day of the fourth
month for other business enterprises.
<PAGE>
WHERE: Your return should be sent to the N.H. Department of Revenue
Administration, Document Processing Division, P.O. Box 637, Concord, NH
03302-0637.
All questions concerning the application of this tax should be referred to:
Taxpayer Assistance, P.O. Box 457, Concord, NH 03302-0457. The telephone
number is (603) 271-2191.
To obtain tax forms, call (603) 271-2192.
1/95
<PAGE>
Exhibit 3(ii)
B Y - L A W S
OF
GRANITE STATE ENERGY, INC.
ARTICLE I
STOCKHOLDERS
Section 1. Common Stock. The capital stock of the
corporation shall consist of common stock of the par value of one
dollar. Each share of common stock shall be equal to every other
share thereof in every respect.
Section 2. Annual Meeting. The annual meeting of
stockholders shall be held at the office of the corporation New
Hampshire, or at such other place as the president or a majority
of the directors may designate, on the fourth Friday of March, in
each year, if it be not a legal holiday, and if it be a legal
holiday, then on the next succeeding day not a legal holiday.
Purposes for which the annual meeting is to be held additional to
those prescribed by law, by the articles of incorporation, and by
these by-laws may be specified by the board of directors or by
writing signed by the president or by a majority of the directors
or by one or more stockholders who are entitled to vote and who
hold at least one-tenth part in interest of the capital stock.
If such annual meeting is omitted on the day herein provided
therefor, a special meeting may be held in place thereof, and any
business transacted or elections held at such meeting shall have
the same effect as if transacted or held at the annual meeting.
Section 3. Special Meetings. Special meetings of the
stockholders may be called to be held anywhere within or without
New Hampshire by the president, the treasurer, or by a majority
of the directors, and shall be called by the secretary, or in
case of the death, absence, incapacity or refusal of the
secretary, by any other officer of the corporation, upon written
application of one or more stockholders who are entitled to vote
and who hold at least one-tenth part in interest of the capital
stock entitled to vote at the meeting, stating the time, place
and purpose of the meeting. No business shall be transacted at a
special meeting except as is included within the notice of said
meeting.
Section 4. Action Without a Meeting. Any action required
or permitted to be taken at any meeting of the stockholders may
be taken without a meeting if all the stockholders consent to the
action in writing and the written consents are filed with the
records of the meetings of stockholders. Such consents shall be
treated for all purposes as a vote at a meeting.
<PAGE>
Section 5. Notice of Meetings. A written or printed notice
of each meeting of stockholders, stating the place, day and hour
thereof and the purposes for which the meeting is called, shall
be given by the secretary, not less than seven days before such
meeting to each stockholder entitled to vote thereat by leaving
such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed to
such stockholder at his address as it appears in the records of
the corporation. In the absence or disability of the secretary,
such notice may be given by a person designated either by the
secretary or by the person or persons calling the meeting or by
the board of directors. Meetings may be held without notice
provided all stockholders entitled to vote thereat shall sign,
either before or after the time stated in the notice, a written
waiver of notice.
Section 6. Quorum. At any meeting of the stockholders, a
majority of all stock issued and outstanding and entitled to vote
upon a question to be considered at the meeting shall constitute
a quorum for the consideration of such question. If less than a
majority of the outstanding shares entitled to vote are
represented at a meeting, a majority of the shares so represented
may adjourn any meeting from time to time, and the meeting may be
held as adjourned without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the meeting as originally noticed. The stockholders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. When a quorum is
present at any meeting, a majority of the stock represented
thereat and entitled to vote shall, except where a larger vote is
required by law, by the articles of incorporation, or by these
by-laws, decide any question brought before such meeting.
Section 7. Proxies and Voting. Stockholders who are
entitled to vote shall have one vote for each share of stock
owned by them. Stockholders may vote either in person or by
proxy in writing dated not more than six months before the
meeting named therein, which shall be filed with the secretary
before being voted. Such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting. No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy, nor in any
event after the final adjournment of such meeting.
ARTICLE II
DIRECTORS
Section 1. Powers. The board of directors shall have, and
may exercise all the powers of the corporation, except such as
are conferred upon the stockholders by law, by the articles of
incorporation, and by these by-laws.
<PAGE>
Section 2. Election. A board of not less than one nor more
than nine directors shall be chosen at the annual meeting of
stockholders or at the special meeting held in place thereof.
The number of directors for each corporate year shall be fixed by
vote at the meeting at which they are elected but the
stockholders or the board of directors may, at any regular or
special meeting held for the purpose during any such year,
increase or decrease (within the limit above specified) the
number of directors to the number so fixed. No director need be
a stockholder. Subject to law, to the articles of incorporation,
and to the other provisions of these by-laws, each director shall
hold office until the next annual meeting and until his successor
is chosen and qualified.
Section 3. Regular Meetings. Regular meetings of the board
of directors may be held at such places and at such times as the
board may by vote from time to time determine, and if so
determined, no notice thereof need be given.
Section 4. Special Meetings. Special meetings of the board
of directors may be held at any time and at any place when called
by the president, treasurer, or two or more directors, reasonable
notice thereof being given to each director, or at any time
without call or formal notice, provided all the directors are
present or waive notice thereof by a writing which is filed with
the records of the meeting. In any case it shall be deemed
sufficient notice to a director to send notice by mail or
telegram at least forty-eight hours before the meeting addressed
to him at his usual or last known business or residence address.
Section 5. Consent in Lieu of Director's Meetings. Any
action required or permitted to be taken at any meeting of the
board of directors may be taken at any meeting of the board of
directors may be taken without a meeting if all the directors
consent to the action in writing and the written consents are
filed with the records of the meetings of directors. Such
consents shall be treated for all purposes as a vote at a
meeting.
Section 6. Telephonic or Similar Directors' Meetings.
Members of the board of directors may participate in any regular
or special meeting of the board of directors or any committee
thereof by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time, and participation in a meeting in such a manner shall
constitute presence in person at such a meeting.
Section 7. Quorum. A majority of the board of directors
shall constitute a quorum for the transaction of business, but a
less number may adjourn any meeting from time to time, and the
meeting may be held as adjourned without further notice. When a
quorum is present at any meeting, a majority of the members in
attendance thereat shall decide any question brought before such
meeting.
<PAGE>
Section 8. Committees. Standing or temporary committees
may be appointed from its own number by the board of directors
from time to time, with such duties and powers as may be
prescribed by vote of the board of directors.
Section 9. Removals. The stockholders may at any special
meeting called for the purpose, by vote of a majority of the
capital stock issued, remove from office any director, with or
without cause, and elect his successor.
Section 10. Vacancies. If the office of any director is
vacant for any reason, including an increase in the number of
directors, the remaining directors, though less than a quorum,
may elect a successor or successors who shall hold office for the
unexpired term. If, for any reason, the remaining directors do
not elect such successor or successors, the stockholders may
elect such successor or successors.
ARTICLE III
OFFICERS AND AGENTS
Section 1. Election and Appointment. The officers shall be
a president, a secretary, a treasurer, and such other officers
and agents as the board of directors may in their discretion
appoint. The president and each other officer shall be elected
annually by the board of directors after its election by the
stockholders. So far as is permitted by law, any two or more
offices may be filled by the same person. Subject to law, to the
articles of incorporation, and to the other provisions of these
by-laws, the president and each other officer shall hold office
until the first meeting of directors after the next annual
meeting of stockholders and until his successor is chosen and
qualified unless sooner removed by vote of the board of
directors. Each officer shall, subject to these by-laws, have in
addition to the duties and powers herein set forth such duties
and powers as the board of directors shall from time to time
designate.
Section 2. President and Vice Presidents. Except as
otherwise determined by the board of directors, the president
shall be the chief executive officer of the corporation and shall
preside at all meetings of the stockholders and of the board of
directors at which he is present. The president shall have
custody of the treasurer's bond.
Any vice presidents shall have such powers as the board of
directors shall from time to time designate.
Section 3. Secretary. The secretary shall keep an accurate
record of the proceedings of all meetings of the stockholders and
of the board of directors in books provided for the purpose,
which books shall be kept at the principal office of the
corporation and shall be open at all reasonable times to the
<PAGE>
inspection of any stockholder. In the absence of the secretary
at any meeting of the stockholders or the board of directors, the
proceedings of such meeting shall be recorded by an assistant
secretary, or if there be none or he is absent, by a temporary
secretary chosen at the meeting. The secretary and any such
assistant secretary shall be sworn.
Section 4. Treasurer and Assistant Treasurer. The
treasurer shall, subject to the direction and under the
supervision of the board of directors, have general charge of the
financial concerns of the corporation and the care and custody of
the funds and valuable papers of the corporation, except his own
bond, and he shall have power to endorse for deposit or
collection all notes, checks, drafts, and other obligations
payable to the corporation or its order, and to accept drafts on
behalf of the corporation. He shall keep, or cause to be kept
accurate books of account, which shall be the property of the
corporation. If required by the board of directors he shall give
bond for the faithful performance of his duty in such form, in
such sum, and with such sureties as the board of directors may
require.
Any assistant treasurer shall have such powers as the board
of directors shall from time to time designate.
Section 5. Removals. The board of directors may, by vote
of a majority of their entire number as fixed by the
stockholders, remove from office any officer or agent of the
corporation with or without cause.
Section 6. Vacancies. If the office of any officer or
agent, one or more, becomes vacant by reason of death,
resignation, removal, disqualification, or otherwise, the
directors may choose by a majority vote of their entire number, a
successor or successors, who shall hold office for the unexpired
term, subject to the provisions of Section 5 of this Article III.
ARTICLE IV
TRANSACTIONS OF INTERESTED
OFFICERS OR DIRECTORS
No director or officer of this corporation shall be
disqualified by his office from dealing or contracting with this
corporation as a vendor, purchaser, or otherwise, and no
transaction or contract of this corporation shall be void or
voidable by reason of the fact that any director or officer of
this corporation or any firm of which any such director or
officer is a member or employee or any corporation of which any
officer is a member or employee or employee or any corporation of
which any such director or officer is a shareholder, officer,
director, or employee, is in any way interested in such
transaction or contract, provided that, after such interest shall
have been disclosed, such transaction or contract is or shall be
authorized, ratified, or approved either (1) by vote of a
<PAGE>
majority of the Board of Directors, exclusive of any director or
officer so interested in such transaction or contract, any
director or officer who is a member or employee of a firm so
interested in such transaction or contract, and any director or
officer who is a shareholder, officer, director, or employee of a
corporation so interested in such transaction or contract; or (2)
by the written consent, or by a vote at a stockholders' meeting,
of the holders of record of a majority of all the outstanding
shares of stock of this corporation entitled to vote. No
director or officer of this corporation shall be liable to
account to this corporation for any profits realized by or from
or through any such transaction or contract of this corporation
authorized, ratified, or approved as aforesaid by reason of the
fact that he, or any firm of which he is a member or employee or
any corporation of which he is a shareholder, officer, director,
or employee was interested in such transaction or contract.
Nothing herein contained shall create liability in the events
above described or prevent the authorization, ratification or
approval of such contracts or transactions in any other manner
provided by law.
ARTICLE V
INDEMNIFICATION
Section 1. General. The corporation shall indemnify each
of its directors and officers, as defined in the last Section of
this Article, against any loss, liability, or expense, including
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees, imposed upon or reasonably
incurred by him in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened,
while in office or thereafter, by reason of his being or having
been such a director or officer, except with respect to any
matter as to which he shall have been adjudicated in such action,
suit, or proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests of
the corporation; provided, however, that as to any matter
disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best
interests of the corporation, after notice that it involves such
indemnification, (a) by a disinterested majority of the directors
then in office, (b) by a majority of the disinterested directors
then in office, provided that there has been obtained an opinion
in writing of independent legal counsel to the effect that such
director or officer appears to have acted in good faith in the
reasonable belief that his action was in the best interests of
the corporation, or (c) by the vote, at a meeting duly called and
held, of the holders of a majority of the stock outstanding and
entitled to vote thereon, exclusive of any stock owned by any
interested director or office.
<PAGE>
Section 2. Books and Reports. In discharging his duties
any such director or officer, when acting in good faith, shall be
fully protected in relying upon the books of account of the
corporation or of another organization in which he serves as
contemplated by this Article, reports made to the corporation or
to such other organization by any of its officers or employees or
by counsel, accountants, appraisers, or other experts or
consultants selected with reasonable care by the board of
directors of the corporation or similar governing body of such
other organization, or upon other records of the corporation or
of such other organization.
Section 3. Regulatory Orders. No director or officer, as
defined in the last Section of this Article, shall be liable for
any act, omission, step, or conduct taken or had in good faith,
which (whether by condition or otherwise) is required, authorized
or approved by any order or orders issued pursuant to the Public
Utility Holding Company Act of 1935, the Federal Power Act, or
any other Federal statute or any state statute regulating the
corporation or a subsidiary, if any, by reason of their being
part of a public utility holding company system, or a marketer of
energy and related services or by reason of their activities as
such, or any amendments to any thereof. In any action, suit, or
proceeding based on any act, omission, step, or conduct, as in
this Section described, the provisions hereof shall be brought to
the attention of the court. In the event that the foregoing
provisions of this Section are found by the court not to
constitute a valid defense on the grounds of not being applicable
to the particular class of plaintiff, each such director and
officer shall be reimbursed for, or indemnified against, all
loss, liability, and expense incurred by him or imposed on him,
in connection with, or arising out of, any such action, suit, or
proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this Section described; provided,
however, that as to any matter disposed of by a compromise
payment by such director or officer, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for
any other expenses shall be provide unless such compromise shall
be approved as in the best interest of the corporation as
heretofore provided in this Article. Such loss, liability, and
expense shall include, but not be limited to, judgments, court
costs, and attorney's fees.
Section 4. Advance of Expenses. Expenses incurred with
respect to any action, suit, or proceeding heretofore referred to
in this Article may be advanced by the corporation prior to the
final disposition of such action, suit, or proceeding, upon
receipt of an undertaking by or on behalf of the recipient to
repay such amount unless it is ultimately determined that he is
entitled to indemnification.
Section 5. Rights not Exclusive. The rights of
indemnification hereby provided shall not be exclusive of or
affect any other right to which any director or officer may be
<PAGE>
entitled and such rights shall inure to the benefit of its or his
successors, heirs, executors, administrators, and other legal
representatives.
Section 6. Definitions. As used in this Article, the terms
"director" and "officer" are the directors and officers elected
and appointed by the stockholders and directors and include
persons who serve at the request of the corporation as directors,
officers, or trustees of another organization in which the
corporation has any direct or indirect interest as a shareholder,
creditor or otherwise. An "interested" director or officer is
one against whom in such capacity the proceeding in question or
another proceeding on the same or similar grounds is then
pending. Nothing contained in this Article shall affect any
rights to indemnification to which the corporation personnel
other than directors and officers may be entitled by contract or
otherwise under law.
No amendment to or repeal of this Article shall apply to or
have any effect upon the liability, exoneration or
indemnification of any director or officer for or with respect to
any acts or omissions of the director or officer occurring prior
to such amendment or repeal.
ARTICLE VI
CAPITAL STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate of the capital stock of the corporation
owned by him, in such form as shall in conformity to law, be
prescribed from time to time by the board of directors. Such
certificate shall be signed by the president or a vice president
and by the secretary or an assistant secretary, and shall bear
the seal of the corporation.
Section 2. Transfer Books; Record Date. The treasurer or
such agent or agents as may be employed by the treasurer with the
approval of the board of directors shall keep the stock and
transfer books of the corporation, and a record of all
certificates of stock issued and of all transfers of stock, and a
register of all the stockholders, their addresses, and the number
of shares held by each, in books provided for that purpose.
The board of directors may fix in advance a time, not more
than thirty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the
making of any distribution to stockholders or the last day on
which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such
meeting and any adjournment thereof or the right to receive such
dividend or distribution or the right to give such consent or
dissent, and in such case only stockholders of record on such
<PAGE>
record date shall have such right, notwithstanding any transfer
of stock on the books of the corporation after the record date;
or without fixing such record date the board of directors may for
any of such purposes close the transfer books for all or any part
of such thirty-day period.
The treasurer or agent having charge of the stock transfer
books for shares of the corporation shall make a complete record
of the stockholders entitled to vote at each meeting of
stockholders or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each.
Such record shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.
Section 3. Transfer of Shares. Title to a certificate of
stock and to the shares represented thereby shall be transferred
only by delivery of the certificate properly endorsed, or by
delivery of the certificate accompanied by a written assignment
of the same, or a written power of attorney to sell, assign, or
transfer the same or the shares represented thereby, properly
executed; but the person registered on the books of the
corporation as the owner of shares shall have the exclusive right
to receive dividends thereon and to vote thereon as such owner,
shall be held liable for such calls and assessments, if any, as
may lawfully be made thereon, and except only as may be required
by law, may in all respects be treated by the corporation as the
exclusive owner thereof.
It shall be the duty of each stockholder to notify the
corporation of his post office address.
Section 4. Loss of Certificates. In case of the alleged
loss or destruction, or the mutilation of a certificate of stock,
a duplicate certificate may be issued in place thereof, upon such
reasonable terms as the board of directors may prescribe.
ARTICLE VII
SEAL
The seal of the corporation shall, subject to alteration by
the board of directors or executive committee, consist of a flat-
faced circular die with the words "GRANITE STATE ENERGY, INC.
INCORPORATED NEW HAMPSHIRE 1996" cut or engraved thereon.
ARTICLE VIII
EXECUTION OF PAPERS
Except as the board of directors may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, transfers, contracts, bonds, notes,
<PAGE>
checks, drafts, and other obligations made, accepted, endorsed,
or released by the corporation, shall be signed by the president
any vice president, and treasurer, or any assistant treasurer of
the corporation.
ARTICLE IX
FISCAL YEAR
Except as from time to time otherwise provided by the board
of directors, the fiscal year of the corporation shall be the
calendar year.
ARTICLE X
CORPORATE BOOKS
The minutes of the proceedings of the Shareholders and Board
of Directors of the corporation shall be kept in the State of New
Hampshire.
ARTICLE XI
AMENDMENTS
These by-laws may be amended, altered, or repealed or new
by-laws may be adopted at any meeting of the stockholders (or,
prior to the issue of the initial capital stock, at any meeting
of the Board of Directors), provided notice of the proposed
amendment, alteration, or repeal, or adoption is given in the
notice of the meeting.
