UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
In the Matter of
NORTHEAST UTILITIES ("NU") CERTIFICATE
NORTHEAST UTILITIES SERVICE COMPANY ("NUSCO") PURSUANT TO
File No. 70-9343 RULE 24
(Public Utility Holding Company
Act of 1935)
Pursuant to the requirements of Rule 24(a) of the Commission's
regulations under the Public Utility Holding Company Act of 1935, as amended
and with reference to the transactions proposed in the Application-
Declaration on Form U-1, as amended (the "Application") in File No. 70-9343,
insofar as the Application related to the creation and financing of first
tier and second tier subsidiaries of NU (the "Transactions"), NU and NUSCO
(collectively, the "Applicants") hereby report and certify as follows that,
as of January 4, 1999:
1. NU Enterprises, Inc. ("NUEI") was incorporated under the laws of
the State of Connecticut; and NUEI issued, and NU acquired,100 shares of
common stock, representing all of the outstanding capital stock of NUEI,
creating a first-tier, wholly-owned subsidiary of NU.
2. Northeast Generation Company ("NGC") was incorporated under the
laws of the State of Connecticut; and NGC issued, and NUEI acquired, 100
shares of common stock, representing all of the outstanding capital stock of
NGC, creating a second-tier subsidiary of NU.
3. Northeast Generation Services Company ("NGSC") was incorporated
under the laws of the State of Connecticut; and NGSC issued, and NUEI
acquired, 100 shares of common stock, representing all of the outstanding
capital stock of NGSC, creating a second-tier subsidiary of NU.
4. NU contributed, and NUEI accepted, all of the outstanding stock of
Select Energy, Inc. ("Select"), a wholly-owned Rule 58 subsidiary of NU,
transforming Select into a second-tier subsidiary of NU.
5. NU contributed, and NUEI accepted, all of the outstanding stock of
HEC, Inc., a wholly-owned subsidiary of NU, transforming HEC, Inc. into a
second-tier subsidiary of NU.
6. NU contributed, and NUEI accepted, all of the outstanding stock of
Mode 1 Communications, Inc. ("Mode 1"), a wholly-owned subsidiary of NU,
transforming Mode 1 into a second-tier subsidiary of NU.
7. NUEI, NGC and NGSC each entered into service agreements with NUSCO,
for the provision of services to each company on an as-needed basis.
The Transactions were carried out in accordance with the terms and
conditions of and for the purposes represented by the Application and the
order of the Commission issued on November 12, 1998 in this file (SEC Release
No. 35-26939).
EXHIBITS
A.1 Certificate of Incorporation of NU Enterprises, Inc. (referred to in the
Application as "Newco").
A.2 By-Laws of NU Enterprises, Inc.
A.3. Certificate of Incorporation of Northeast Generation Company (referred
to in the Application as "Genco").
A.4. By-Laws of Northeast Generation Company.
A.5. Certificate of Incorporation of Northeast Generation Services Company
(referred to in the Application as "Northeast Generation Services,
Inc.").
A.6 By-Laws of Northeast Generation Services Company.
January 14, 1999
NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY
By: /s/David R. McHale
Name: David R. McHale
Title: Vice President and Treasurer
Exhibit A.1
NU ENTERPRISES, INC.
CERTIFICATE OF INCORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:
Article I. The name of the corporation is: NU Enterprises, Inc.
Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there
shall be a total of 20,000 authorized shares.
Article III. The name and business address of initial registered agent
is as follows:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037
The residence address of the initial registered agent is as follows:
1833 Asylum Avenue
West Hartford, CT 06117
The initial registered agent hereby accepts appointment:
/s/Theresa H. Allsop
Article IV. The Company shall indemnify and advance reasonable expenses
to an individual made or threatened to be made a party to a proceeding
because he/she is or was a Director of the Company to the fullest extent
permitted by law under Section 33-771 and Section 33-773 of the Connecticut
General Statutes, as may be amended from time to time ("Connecticut General
Statutes"). The Company shall also indemnify and advance reasonable expenses
under Connecticut General Statutes Sections 33-770 to 33-778, inclusive, as
amended, to any officer, employee or agent of the company who is not a
Director to the same extent as a Director and to such further extent,
consistent with public policy, as may be provided by contract, the
Certificate of Incorporation of the Company, the Bylaws of the Company or a
resolution of the Board of Directors. In connection with any advance for
such expenses, the Company may, but need not, require any such officer,
employee or agent to deliver a written affirmation of his/her good faith
belief that he/she has met the relevant standard of conduct or a written
undertaking to repay any funds advanced for expenses if it is ultimately
determined that he/she is not entitled to indemnification. The Board of
Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
have the authority to determine that indemnification or advance for such
expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall
not be deemed exclusive of any other rights to which those indemnified or
eligible for advance for expenses may be entitled under Connecticut law as in
effect on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's 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, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Dated this 28th day of December, 1998.
/s/Tracy A. DeCredico
107 Selden Street
Berlin, CT 06037
Exhibit A.2
NU ENTERPRISES, INC.
BY-LAWS
Adopted
January 4, 1999
NU ENTERPRISES, INC.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in each year on the day and at the
hour designated by the Board of Directors.
Section 3. Notice of all annual and special meetings of shareholders,
stating the day, hour and place thereof, shall be given by a written or
printed notice, delivered or sent by mail, at least ten days but not more
than sixty days prior to the meeting, to each shareholder of record on the
books of the Company and entitled to vote at such meeting, at the address
appearing on such books, unless such shareholder shall waive notice or be in
attendance at the meeting. Notice of a special meeting of shareholders shall
state also the general purpose or purposes of such meeting and no business
other than that of which notice has been so given shall be transacted at such
meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days immediately preceding the date of
such meeting. In such case only such shareholders or their legal
representatives as shall be shareholders on the record date so fixed shall be
entitled to such notice and to vote at such meeting or any adjournment
thereof, notwithstanding the transfer of any shares of stock on the books of
the Company after any such record date so fixed.
Section 6. Any action which may be taken at a meeting of shareholders
may be taken by one or more consents in writing, setting forth the action so
taken or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally,
by telephone, voice mail or other electronic means, or by mail at his last-
known post office address, at least twenty-four hours prior to the time of
the meeting; provided that any director may waive such notice in writing or
by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except that
no quorum shall consist of less than two Directors. Notwithstanding the
foregoing, a quorum shall consist of one Director if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. A number less than a quorum may adjourn from time to
time until a quorum is present. In the event of such an adjournment, notice
of the adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, a Secretary, a Treasurer and, if the Board shall so determine, a
Chairman, each of whom shall, subject to the provisions of Article IV,
Section 3, hold office until the next annual election of officers and until
his successor shall have been elected and qualified. Any two or more offices
may be held by the same person except that the offices of the President and
Secretary may not be simultaneously held by the same person. The Board shall
also elect at such annual meeting, and may elect at any regular or special
meeting, such other officers as may be required for the prompt and orderly
transaction of the business of the Company, and each such officer shall have
such authority and shall perform such duties as may be assigned to him from
time to time by the Board of Directors. Any vacancy occurring in any office
may be filled at any regular meeting of the Board or at any special meeting
of the Board held for that purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
PRESIDENT
Section 1. The President shall be responsible for the general
supervision, direction and control of the business and affairs of the
Company. If the Chairman shall be absent or unable to perform the duties of
his office, or if the office of the Chairman shall not have been filled by
the Directors, the President shall preside at meetings of the Board of
Directors and of the stockholders. He shall have such other authority and
shall perform such additional duties as may be assigned to him from time to
time by the Board of Directors.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. The Secretary shall have the custody of the Corporate Seal
of the Company and shall affix the same to all instruments requiring a seal
except as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. The Treasurer shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the Chairman,
the President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution, subject to those powers expressly
reserved to the Board of Directors under Connecticut law. At the time of
such appointment, the Board of Directors may also appoint, in respect to each
member of any such committee, another Director to serve as his alternate at
any meeting of such committee which such member is unable to attend. Each
alternate shall have, during his attendance at a meeting of such committee,
all the rights and obligations of a regular member thereof. Any vacancy on
any such committee or among alternate members thereof may be filled by the
Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit A.3
NORTHEAST GENERATION COMPANY
CERTIFICATE OF INCORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:
Article I. The name of the corporation is: Northeast Generation
Company
Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there
shall be a total of 20,000 authorized shares.
Article III. The name and business address of initial registered agent
is as follows:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037
The residence address of the initial registered agent is as follows:
1833 Asylum Avenue
West Hartford, CT 06117
The initial registered agent hereby accepts appointment:
/s/Theresa H. Allsop
Article IV. The Company shall indemnify and advance reasonable expenses
to an individual made or threatened to be made a party to a proceeding
because he/she is or was a Director of the Company to the fullest extent
permitted by law under Section 33-771 and Section 33-773 of the Connecticut
General Statutes, as may be amended from time to time ("Connecticut General
Statutes"). The Company shall also indemnify and advance reasonable expenses
under Connecticut General Statutes Sections 33-770 to 33-778, inclusive, as
amended, to any officer, employee or agent of the company who is not a
Director to the same extent as a Director and to such further extent,
consistent with public policy, as may be provided by contract, the
Certificate of Incorporation of the Company, the Bylaws of the Company or a
resolution of the Board of Directors. In connection with any advance for
such expenses, the Company may, but need not, require any such officer,
employee or agent to deliver a written affirmation of his/her good faith
belief that he/she has met the relevant standard of conduct or a written
undertaking to repay any funds advanced for expenses if it is ultimately
determined that he/she is not entitled to indemnification. The Board of
Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
have the authority to determine that indemnification or advance for such
expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall
not be deemed exclusive of any other rights to which those indemnified or
eligible for advance for expenses may be entitled under Connecticut law as in
effect on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's 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, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Dated this 28th day of December, 1998.
/s/Tracy A. DeCredico
107 Selden Street
Berlin, CT 06037
Exhibit A.4
NORTHEAST GENERATION COMPANY
BY-LAWS
Adopted
January 4, 1999
NORTHEAST GENERATION COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in each year on the day and at the
hour designated by the Board of Directors.
Section 3. Notice of all annual and special meetings of shareholders,
stating the day, hour and place thereof, shall be given by a written or
printed notice, delivered or sent by mail, at least ten days but not more
than sixty days prior to the meeting, to each shareholder of record on the
books of the Company and entitled to vote at such meeting, at the address
appearing on such books, unless such shareholder shall waive notice or be in
attendance at the meeting. Notice of a special meeting of shareholders shall
state also the general purpose or purposes of such meeting and no business
other than that of which notice has been so given shall be transacted at such
meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days immediately preceding the date of
such meeting. In such case only such shareholders or their legal
representatives as shall be shareholders on the record date so fixed shall be
entitled to such notice and to vote at such meeting or any adjournment
thereof, notwithstanding the transfer of any shares of stock on the books of
the Company after any such record date so fixed.
Section 6. Any action which may be taken at a meeting of shareholders
may be taken by one or more consents in writing, setting forth the action so
taken or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally,
by telephone, voice mail or other electronic means, or by mail at his last-
known post office address, at least twenty-four hours prior to the time of
the meeting; provided that any director may waive such notice in writing or
by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except that
no quorum shall consist of less than two Directors. Notwithstanding the
foregoing, a quorum shall consist of one Director if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. A number less than a quorum may adjourn from time to
time until a quorum is present. In the event of such an adjournment, notice
of the adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, a Secretary, a Treasurer and, if the Board shall so determine, a
Chairman, each of whom shall, subject to the provisions of Article IV,
Section 3, hold office until the next annual election of officers and until
his successor shall have been elected and qualified. Any two or more offices
may be held by the same person except that the offices of the President and
Secretary may not be simultaneously held by the same person. The Board shall
also elect at such annual meeting, and may elect at any regular or special
meeting, such other officers as may be required for the prompt and orderly
transaction of the business of the Company, and each such officer shall have
such authority and shall perform such duties as may be assigned to him from
time to time by the Board of Directors. Any vacancy occurring in any office
may be filled at any regular meeting of the Board or at any special meeting
of the Board held for that purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
PRESIDENT
Section 1. The President shall be responsible for the general
supervision, direction and control of the business and affairs of the
Company. If the Chairman shall be absent or unable to perform the duties of
his office, or if the office of the Chairman shall not have been filled by
the Directors, the President shall preside at meetings of the Board of
Directors and of the stockholders. He shall have such other authority and
shall perform such additional duties as may be assigned to him from time to
time by the Board of Directors.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. The Secretary shall have the custody of the Corporate Seal
of the Company and shall affix the same to all instruments requiring a seal
except as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. The Treasurer shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the Chairman,
the President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution, subject to those powers expressly
reserved to the Board of Directors under Connecticut law. At the time of
such appointment, the Board of Directors may also appoint, in respect to each
member of any such committee, another Director to serve as his alternate at
any meeting of such committee which such member is unable to attend. Each
alternate shall have, during his attendance at a meeting of such committee,
all the rights and obligations of a regular member thereof. Any vacancy on
any such committee or among alternate members thereof may be filled by the
Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit A.5
NORTHEAST GENERATION SERVICES COMPANY
CERTIFICATE OF INCORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:
Article I. The name of the corporation is: Northeast Generation
Services Company
Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there
shall be a total of 20,000 authorized shares.
Article III. The name and business address of initial registered agent
is as follows:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037
The residence address of the initial registered agent is as follows:
1833 Asylum Avenue
West Hartford, CT 06117
The initial registered agent hereby accepts appointment:
/s/Theresa H. Allsop
Article IV. The Company shall indemnify and advance reasonable expenses
to an individual made or threatened to be made a party to a proceeding
because he/she is or was a Director of the Company to the fullest extent
permitted by law under Section 33-771 and Section 33-773 of the Connecticut
General Statutes, as may be amended from time to time ("Connecticut General
Statutes"). The Company shall also indemnify and advance reasonable expenses
under Connecticut General Statutes Sections 33-770 to 33-778, inclusive, as
amended, to any officer, employee or agent of the company who is not a
Director to the same extent as a Director and to such further extent,
consistent with public policy, as may be provided by contract, the
Certificate of Incorporation of the Company, the Bylaws of the Company or a
resolution of the Board of Directors. In connection with any advance for
such expenses, the Company may, but need not, require any such officer,
employee or agent to deliver a written affirmation of his/her good faith
belief that he/she has met the relevant standard of conduct or a written
undertaking to repay any funds advanced for expenses if it is ultimately
determined that he/she is not entitled to indemnification. The Board of
Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
have the authority to determine that indemnification or advance for such
expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall
not be deemed exclusive of any other rights to which those indemnified or
eligible for advance for expenses may be entitled under Connecticut law as in
effect on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's 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, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Dated this 28th day of December, 1998.
/s/ Tracy A. DeCredico
107 Selden Street
Berlin, CT 06037
Exhibit A.6
NORTHEAST GENERATION SERVICES COMPANY
BY-LAWS
Adopted
January 4, 1999
NORTHEAST GENERATION SERVICES COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in each year on the day and at the
hour designated by the Board of Directors.
Section 3. Notice of all annual and special meetings of shareholders,
stating the day, hour and place thereof, shall be given by a written or
printed notice, delivered or sent by mail, at least ten days but not more
than sixty days prior to the meeting, to each shareholder of record on the
books of the Company and entitled to vote at such meeting, at the address
appearing on such books, unless such shareholder shall waive notice or be in
attendance at the meeting. Notice of a special meeting of shareholders shall
state also the general purpose or purposes of such meeting and no business
other than that of which notice has been so given shall be transacted at such
meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days immediately preceding the date of
such meeting. In such case only such shareholders or their legal
representatives as shall be shareholders on the record date so fixed shall be
entitled to such notice and to vote at such meeting or any adjournment
thereof, notwithstanding the transfer of any shares of stock on the books of
the Company after any such record date so fixed.
Section 6. Any action which may be taken at a meeting of shareholders
may be taken by one or more consents in writing, setting forth the action so
taken or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally,
by telephone, voice mail or other electronic means, or by mail at his last-
known post office address, at least twenty-four hours prior to the time of
the meeting; provided that any director may waive such notice in writing or
by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except that
no quorum shall consist of less than two Directors. Notwithstanding the
foregoing, a quorum shall consist of one Director if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. A number less than a quorum may adjourn from time to
time until a quorum is present. In the event of such an adjournment, notice
of the adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, a Secretary, a Treasurer and, if the Board shall so determine, a
Chairman, each of whom shall, subject to the provisions of Article IV,
Section 3, hold office until the next annual election of officers and until
his successor shall have been elected and qualified. Any two or more offices
may be held by the same person except that the offices of the President and
Secretary may not be simultaneously held by the same person. The Board shall
also elect at such annual meeting, and may elect at any regular or special
meeting, such other officers as may be required for the prompt and orderly
transaction of the business of the Company, and each such officer shall have
such authority and shall perform such duties as may be assigned to him from
time to time by the Board of Directors. Any vacancy occurring in any office
may be filled at any regular meeting of the Board or at any special meeting
of the Board held for that purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
PRESIDENT
Section 1. The President shall be responsible for the general
supervision, direction and control of the business and affairs of the
Company. If the Chairman shall be absent or unable to perform the duties of
his office, or if the office of the Chairman shall not have been filled by
the Directors, the President shall preside at meetings of the Board of
Directors and of the stockholders. He shall have such other authority and
shall perform such additional duties as may be assigned to him from time to
time by the Board of Directors.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. The Secretary shall have the custody of the Corporate Seal
of the Company and shall affix the same to all instruments requiring a seal
except as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. The Treasurer shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the Chairman,
the President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution, subject to those powers expressly
reserved to the Board of Directors under Connecticut law. At the time of
such appointment, the Board of Directors may also appoint, in respect to each
member of any such committee, another Director to serve as his alternate at
any meeting of such committee which such member is unable to attend. Each
alternate shall have, during his attendance at a meeting of such committee,
all the rights and obligations of a regular member thereof. Any vacancy on
any such committee or among alternate members thereof may be filled by the
Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
