<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 14, 1998
SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)
California 1-7850 88-0085720
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5241 Spring Mountain Road
Post Office Box 98510
Las Vegas, Nevada 89193-8510
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 876-7237<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS
On September 14, 1998 the Bylaws of Southwest Gas Corporation (the Company)
were amended primarily to adopt notice procedures for any shareholder proposal
intended for consideration at an annual meeting of shareholders. To comply with
the notice procedures, shareholders must submit their proposal in writing at
least 120 calendar days before the release date of the Company proxy statement
in connection with the annual meeting. For example, any shareholder proposal
intended for consideration at the 1999 Annual Meeting must be received in
writing by the Company on or before December 1, 1998. In addition all proposals
must comply with applicable Securities and Exchange Commission rules.
ITEM 7. EXHIBITS
3 (ii) Amended Bylaws of Southwest Gas Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHWEST GAS CORPORATION
Date: September 25, 1998 /s/ EDWARD A. JANOV
-----------------------------
Edward A. Janov
Vice President/Controller and
Chief Accounting Officer
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BYLAWS
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OF
--
SOUTHWEST GAS CORPORATION
-------------------------
ARTICLE I
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SECTION 1. PRINCIPAL OFFICE
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The principal office for the transaction of the business of the corporation is
hereby fixed and located at 5241 Spring Mountain Road, in the City of Las
Vegas, County of Clark, State of Nevada.
SECTION 2. OTHER OFFICES
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Branch or subordinate offices may at any time be established by the Board of
Directors at any place or places where the corporation is qualified to do
business.
SECTION 3. TERMINOLOGY
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All personal pronouns used herein are employed in a generic sense and are
intended and deemed to be neutral in gender.
ARTICLE II
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MEETING OF SHAREHOLDERS
-----------------------
SECTION I. REGULAR MEETING
- ---------- ---------------
Commencing in May, 1988, the regular annual meeting of the shareholders shall
be held at the principal office of the corporation, or at such other place
within or without the State of California as the officers of the corporation
may deem convenient and appropriate, at 10 a.m. on the second Thursday of May
of each year, if not a legal holiday, and if a legal holiday, then at 10 a.m.
on the next succeeding business day, for the purpose of electing a Board of
Directors and transacting such other business as properly may come before the
meeting; provided, however, that the Board of Directors may, by resolution,
establish a different date not more than 120 days thereafter if, in its sole
discretion, it deems such postponement appropriate.
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SECTION 2. SPECIAL MEETINGS
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Except in those instances where a particular manner of calling a meeting of
the shareholders is prescribed by law or elsewhere in these Bylaws, a special
meeting of the shareholders may be called at any time by the Chief Executive
Officer or other officers acting for him or by the Board of Directors, or by
the holders of not less than one-third of the voting shares then issued and
outstanding. Each call for a special meeting of the shareholders shall state
the time, place, and the purpose of such meeting; if made by the Board of
Directors, it shall be by resolution duly adopted by a majority vote and
entered in the minutes; if made by an authorized officer or by the
shareholders, it shall be in writing and signed by the person or persons
making the same, and unless the office of Secretary be vacant, delivered to
the Secretary. No business shall be transacted at a special meeting other than
as is stated in the call and the notice based thereon.
SECTION 3. NOTICE OF REGULAR AND SPECIAL MEETINGS
OF THE SHAREHOLDERS
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Notice of each regular and special meeting of the shareholders of the
corporation shall be given by mailing to each shareholder a notice of the
time, place and purpose of such meeting addressed to him at his address as it
appears upon the books of the corporation. Each such notice shall be
deposited in the United States Mail with the postage thereon prepaid at least
ten days prior to the time fixed for such meeting. If the address of any such
shareholder does not appear on the books of the corporation and his post
office address is unknown to the person mailing such notices, the notice shall
be addressed to him at the principal office of the corporation.
SECTION 4. QUORUM
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At any meeting of the shareholders, the presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business, except when it is
otherwise provided by law. Any regular or special meeting of the shareholders
may adjourn from day to day or from time to time if, for any reason, there are
not present in person or by proxy the holders of a majority of the shares
entitled to vote at said meeting. Such adjournment and the reasons therefor
shall be recorded in the minutes of the proceedings.
SECTION 5. WAIVER OF NOTICE
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When all the shareholders of the corporation are present at any meeting, or
when the shareholders not represented thereat give their written consent to
the holding thereof at the time and place the meeting is held, and such
written consent is made a part of the records of such meeting, the proceedings
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had at such meeting are valid, irrespective of the manner in which the meeting
is called or the place where it is held.
SECTION 6. PROPER BUSINESS FOR SHAREHOLDER MEETINGS
- ---------- ----------------------------------------
1. At a meeting of the shareholders, only such business shall be proper as
shall be brought before the meeting: (i) pursuant to the corporation's notice
of meeting; (ii) by or at the direction of the Board of Directors of the
corporation; or (iii) by any shareholder of the corporation who is a
shareholder of record at the time of giving the notice provided for herein,
who shall be entitled to vote at such meeting and who complies with the notice
procedures set forth herein.
2. For business to be properly brought before a meeting by a shareholder
pursuant to clause (iii) above, the shareholder must have given timely notice
thereof in writing to the Secretary. To be timely as to an annual meeting of
shareholders, a shareholder's notice must be received at the principal
executive office of the corporation not less than 120 calendar days before the
date of the corporation's proxy statement released to shareholders in
connection with the previous year's annual meeting; provided however, that if
the date of the meeting is changed by more than 30 days from the date of the
previous year's meeting, notice by shareholder to be timely must be received
no later than the close of business on the 10th day following the earlier of
the day on which notice of the date of the meeting was mailed to shareholders
or public disclosure of such date was made. To be timely as to a special
meeting of shareholders, a shareholder notice must be received not later than
the call of the meeting as provided for in Section 2 of this Article II. Such
shareholder notice shall set forth as to each matter the shareholder proposes
to bring before the meeting: (a) a brief description of and the reasons for
proposing such matter at the meeting; (b) the name and address, as they appear
on the corporation's books, and the name and address of the beneficial owner,
if any, on whose behalf the proposal is made; (c) the class and number of
shares of the corporation which are owned beneficially and of record by such
shareholder of record and by the beneficial owner, if any, on whose behalf the
proposal is made; and (d) any material interest of such shareholder of record
and the beneficial owner, if any, on whose behalf the proposal is made, in
such proposal.
3. Notwithstanding anything in these Bylaws to the contrary, no business
shall be proper at a meeting unless brought before it in accordance with the
procedures set forth herein. Further, a shareholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
set forth herein.
4. The Chairman of the Board of Directors of the corporation or the
individual designated as chairman of the meeting shall, if the facts warrant,
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determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the procedures proscribed herein,
and if the chairman should so determine, that any such business not properly
brought before the meeting shall not be transacted.
5. Notwithstanding anything provided herein to the contrary, the procedures
for submission of shareholder proposals have not expended, altered or affected
in any manner, whatever rights or limitations may exist regarding the ability
of a shareholder of the corporation to submit to a proposal for consideration
by shareholders of the corporation under California or federal law.
ARTICLE III
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BOARD OF DIRECTORS
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SECTION 1. NUMBER-QUORUM
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The business of the corporation shall be managed by a Board of Directors,
whose number shall be not fewer than eleven (11) nor greater than fourteen
(14), as the Board of Directors or the shareholders by amendment of these
Bylaws may establish, provided, however, that a reduction in the authorized
number of directors shall not remove any director prior to the expiration of
his term of office, and provided further that the shareholders may, pursuant
to law, establish a different and definite number of directors or different
maximum and minimum numbers of directors by amendment of the Articles of
Incorporation or by a duly adopted amendment to these Bylaws. A majority of
the prescribed number of directors shall be necessary to constitute a quorum
for the transaction of business. At a meeting at which a quorum is present,
every decision or act of a majority of the directors present made or done when
duly assembled shall be valid as the act of the Board of Directors, provided
that a minority of the directors, in the absence of a quorum, may adjourn from
day to day but may transact no business.
SECTION 2. EXACT NUMBER OF DIRECTORS
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The number of directors of the corporation is hereby established, pursuant to
the provisions of Section 1 of this Article III, as eleven (11).
SECTION 3. ELECTION AND TERM OF OFFICE
- ---------- ---------------------------
The directors shall be elected at each annual meeting of shareholders, but if
any such annual meeting is not held, or the directors are not elected thereat,
the directors may be elected at any special meeting of shareholders held for
that purpose. All directors shall hold office until their respective
successors are elected and qualified.
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SECTION 4. VACANCIES
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Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though they be less than a quorum, and each director so
elected shall hold office until his successor is qualified following the
election at the next annual meeting of the shareholders or at any special
meeting of shareholders duly called for that purpose prior to such annual
meeting. A vacancy shall be deemed to exist in case the shareholders (or the
Board of Directors, within the provisions of Section 1 of this Article III)
shall increase the authorized number of directors, but shall fail, for a
period of thirty days from the effective date of such increase, to elect the
additional directors so provided for, or in case the shareholders fail at any
time to elect the full number of authorized directors. When one or more of
the directors shall give notice to the Board of Directors of his or their
resignation from said Board, effective at a future date, the Board of
Directors shall have the power to fill such vacancy or vacancies to take
effect when such resignation or resignations become effective. Each director
so appointed shall hold office during the remainder of the term of office of
the resigning director or directors or until their successors are appointed
and qualify.
SECTION 5. FIRST MEETING OF DIRECTORS
- ---------- --------------------------
Immediately following each annual meeting of shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization,
election of officers, and the transaction of other business. Notice of such
meeting is hereby dispensed with.
SECTION 6. REGULAR MEETINGS
- ---------- ----------------
Commencing in 1991, the time for other regular meetings of the Board of
Directors, when held, shall be 8 a.m. on the third Tuesday of January, July,
September and November, the first Tuesday of March and the second Wednesday of
May, unless a different schedule is established by a resolution of the Board.
If any regular meeting date shall fall on a legal holiday, then the regular
meeting date shall be the business day next following.
SECTION 7. SPECIAL MEETINGS
- ---------- ----------------
A special meeting of the Board of Directors shall be held whenever called by
the Chief Executive Officer or other officer acting for him, or by three
directors. Any and all business may be transacted at a special meeting. Each
call for a special meeting shall be in writing, signed by the person or
persons making the same, addressed and delivered to the Secretary, and shall
state the time and place of such meeting.
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SECTION 8. NOTICE OF REGULAR AND SPECIAL MEETINGS OF THE DIRECTORS
- --------- -------------------------------------------------------
No notice shall be required to be given of any regular meeting of the Board of
Directors, but each director shall take notice thereof. Notice of each special
meeting of the Board of Directors shall be given to each of the directors by
mailing to each of them a copy of such notice at least five days prior to the
time affixed for such meeting to the address of such director as shown on the
books of the corporation. If his address does not appear on the books of the
corporation, then such notice shall be addressed to him at the principal
office of the corporation.
SECTION 9. WAIVER OF NOTICE
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When all the directors of the corporation are present at any meeting of the
Board of Directors, however called or noticed, and sign a written consent
thereto on the record of such meeting, or if the majority of the directors are
present, and if those not present sign in writing a waiver of notice of such
meeting, whether prior to or after the holding of such meeting, which waiver
shall be filed with the Secretary of the corporation, the transactions of such
meeting are as valid as if had at a meeting regularly called and noticed.
SECTION 10. ACTION BY UNANIMOUS CONSENT OF DIRECTORS
- ----------- ----------------------------------------
Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board, and
such action by written consent shall have the same force and effect as if
approved or taken at a regular meeting duly held. Any certificate or other
document which relates to action so taken shall state that the action was
taken by unanimous written consent of the Board of Directors without a
meeting, and that these Bylaws authorize the directors to so act.
SECTION 11. TELEPHONIC PARTICIPATION IN MEETINGS
- ----------- ------------------------------------
Members of the Board may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.
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ARTICLE IV
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POWERS OF DIRECTORS
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SECTION 1. THE DIRECTORS SHALL HAVE POWER:
- ----------
1. To call special meetings of the shareholders when they deem it necessary,
and they shall call a meeting at any time upon the written request of
shareholders holding one-third of all the voting shares:
2. To appoint and remove at pleasure all officers and agents of the
corporation, prescribe their duties, fix their compensation, and require from
them as necessary security for faithful service;
3. To create and appoint committees, offices, officers and agents of the
corporation, and to prescribe and from time to time change their duties and
compensation, but no committee shall be created and no member appointed
thereto except upon approval of a majority of the whole Board of Directors;
and
4. To conduct, manage, and control the affairs and business of the
corporation and to make rules and regulations not inconsistent with the laws
of the State of California, or the Bylaws of the corporation, for the guidance
of the officers and management of the affairs of the corporation.
ARTICLE V
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DUTIES OF DIRECTORS
-------------------
SECTION 1. IT SHALL BE THE DUTY OF THE DIRECTORS:
- ----------
1. To cause to be kept a complete record of all their minutes and acts, and
of the proceedings of the shareholders, and present a full statement at the
regular annual meeting of the shareholders, showing in detail the assets and
liabilities of the corporation, and generally the condition of its affairs. A
similar statement shall be presented at any other meeting of the shareholders
when theretofore required by persons holding at least one-half of the voting
shares of the corporation;
2. To declare dividends out of the profits arising from the conduct of the
business, whenever such profits shall, in the opinion of the directors,
warrant the same;
3. To oversee the actions of all officers and agents of the corporation, see
that their duties are properly performed; and
4. To cause to be issued to the shareholders, in proportion to their several
interests, certificates of stock.
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ARTICLE VI
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OFFICERS
--------
SECTION 1. The officers shall include a Chairman of the Board of Directors, a
Chief Executive Officer, who may be designated Chairman, a President, a
Secretary, a Treasurer, a Controller, and may include one or more Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice
Presidents, Assistant Secretaries, and Assistant Treasurers. All such
officers shall be elected by and hold office at the pleasure of the Board of
Directors, provided that the Chief Executive Officer shall have authority to
dismiss any other officer. Any director shall be eligible to be the Chairman
of the Board of Directors and any two or more of such offices may be held by
the same person, except that the Chief Executive Officer or President may not
also hold the office of Secretary. Any officer may exercise any of the powers
of any other officer in the manner specified in these Bylaws, as specified
from time to time by the Board of Directors, and/or as specified from time to
time by the Chief Executive Officer or senior officer acting in his or her
absence or incapacity, and any such acting officer shall perform such duties
as may be assigned to him or her.
ARTICLE VII
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FEES AND COMPENSATION
---------------------
SECTION 1. Directors shall be reimbursed for their expenses, and shall be
compensated for their services as directors in such amounts as the Board may
fix by resolution. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation therefor.
ARTICLE VIII
------------
INDEMNIFICATION
---------------
SECTION 1. Indemnification of Directors and Officers
- ---------- -----------------------------------------
Each person who was or is a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or proceeding,
formal or informal, whether brought in the name of the corporation or
otherwise and whether of a civil, criminal, administrative or investigative
nature (hereinafter a "proceeding"), by reason of the fact that he or she, or
a person of whom he or she is the legal representative, is or was a director
or officer of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is an alleged action or inaction in an official capacity or in any
other capacity while serving as a director or officer, shall, subject to the
terms of any agreement between the corporation and such person, be indemnified
and held harmless by the corporation to the fullest extent permissible under
California law and the corporation's Articles of Incorporation, against all
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costs, charges, expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise tax or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that (a) the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of the
corporation, (b) the corporation shall indemnify such person seeking
indemnification in connection with a proceeding (or part thereof) other than a
proceeding by or in the name of the corporation to procure a judgment in its
favor only if any settlement of such a proceeding is approved in writing by
the corporation, and (c) that no such person shall be indemnified (i) except
to the extent that the aggregate of losses to be indemnified exceeds the
amount of such losses for which the director or officer is paid pursuant to
any directors' and officers' liability insurance policy maintained by the
corporation; (ii) on account of any suit in which judgment is rendered against
such person for an accounting of profits made from the purchase or sale by
such person of securities of the corporation pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any federal, state or local statutory law; (iii) if a
court of competent jurisdiction finally determines that any indemnification
hereunder is unlawful; (iv) for acts or omissions involving intentional
misconduct or knowing and culpable violation of law; (v) for acts or omissions
that the director or officer believes to be contrary to the best interests of
the corporation or its shareholders or that involve the absence of good faith
on the part of the director or officer; (vi) for any transaction for which the
director or officer derived an improper personal benefit; (vii) for acts or
omissions that show a reckless disregard for the director's or officer's duty
to the corporation or its shareholders in circumstances in which the director
or officer was aware, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to the corporation
or its shareholders; (viii) for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's or
officer's duties to the corporation or its shareholders; (ix) for costs,
charges, expenses, liabilities and losses arising under Section 310 or 316 of
the General Corporation Law of California (the "Law"); and (x) as to
circumstances in which indemnity is expressly prohibited by Section 317 of the
Law. The right to indemnification conferred in this Article shall be a
contract right and shall include the right to be paid by the corporation
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that if the Law requires the payment of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, such advances shall be made only upon delivery to
the corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts to the corporation if it shall be ultimately
determined that such person is not entitled to be indemnified.
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SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS
- ---------- ---------------------------------------
A person who was or is a party or is threatened to be made a party to or is
involved in any proceedings by reason of the fact that he or she is or was an
employee or agent of the corporation or is or was serving at the request of
the corporation as an employee or agent of another enterprise, including
service with respect to employee benefit plans, whether the basis of such
action is an alleged action or inaction in an official capacity or in any
other capacity while serving as an employee or agent, may, subject to the
terms of any agreement between the corporation and such person, be indemnified
and held harmless by the corporation to the fullest extent permitted by
California law and the corporation's Articles of Incorporation, against all
costs, charges, expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement), reasonably incurred or suffered by such person in
connection therewith. The immediately preceding sentence is not intended to
be and shall not be considered to confer a contract right on any employee or
agent (other than directors and officers) of the corporation.
SECTION 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT
- ---------- ---------------------------------------------
If a claim under Section 1 of this Article is not paid in full by the
corporation within 30 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense
of prosecuting such claim. Neither the failure of the corporation (including
its Board, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by the
corporation (including its Board, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of
conduct, shall be a defense to the action or create a presumption for the
purpose of an action that the claimant has not met the applicable standard of
conduct.
SECTION 4. SUCCESSFUL DEFENSE
- ---------- ------------------
Notwithstanding any other provision of this Article, to the extent that a
director or officer has been successful on the merits or otherwise (including
the dismissal of an action without prejudice or the settlement of a proceeding
or action without admission of liability) in defense of any proceeding
referred to in Section 1 or in defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith.
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SECTION 5. NON-EXCLUSIVITY OF RIGHTS
- ---------- -------------------------
The right to indemnification provided by this Article shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, bylaw, agreement, vote of shareholders or disinterested directors or
otherwise.
SECTION 6. INSURANCE
- ---------- ---------
The corporation may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under
the law.
SECTION 7. EXPENSES AS A WITNESS
- ---------- ---------------------
To the extent that any director, officer, employee or agent of the corporation
is by reason of such position, or a position with another entity at the
request of the corporation, a witness in any action, suit or proceeding, he or
she shall be indemnified against all costs and expenses actually and
reasonably incurred by him or her on his or her behalf in connection
therewith.
SECTION 8. INDEMNITY AGREEMENTS
- ---------- --------------------
The corporation may enter into agreements with any director, officer, employee
or agent of the corporation providing for indemnification to the fullest
extent permissible under the law and the corporation's Articles of
Incorporation.
SECTION 9. SEPARABILITY
- ---------- ------------
Each and every paragraph, sentence, term and provision of this Article is
separate and distinct so that if any paragraph, sentence, term or provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or
unenforceability of any other paragraph, sentence, term or provision hereof.
To the extent required, any paragraph, sentence, term or provision of this
Article may be modified by a court of competent jurisdiction to preserve its
validity and to provide the claimant with, subject to the limitations set
forth in this Article and any agreement between the corporation and claimant,
the broadest possible indemnification permitted under applicable law.
SECTION 10. EFFECT OF REPEAL OR MODIFICATION
- ----------- --------------------------------
Any repeal or modification of this Article shall not adversely affect any
right of indemnification of a director or officer existing at the time of such
repeal or modification with respect to any action or omission occurring prior
to such repeal or modification."
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ARTICLE IX
----------
CHAIRMAN OF THE BOARD
---------------------
SECTION 1. If there shall be a Chairman of the Board of Directors, he shall,
when present, preside at all meetings of the stockholders and the Board of
Directors, and perform such other duties as the Bylaws or the Board of
Directors shall require of him.
ARTICLE X
---------
CHIEF EXECUTIVE OFFICER; OTHER EXECUTIVE OFFICERS
-------------------------------------------------
SECTION 1. The Board of Directors shall, at their first regular meeting,
elect such officers as are required by Article VI hereof and such additional
officers authorized by Article VI hereof as the Board, in its discretion, may
choose to elect. If at any time the Chief Executive Officer shall be unable
to act, the President (if there shall be one who is not also the Chief
Executive Officer) shall act in his place and perform his duties; if the
President or next most senior officer is unable to perform such duties, then
the vice presidents, in such sequence as the Board of Directors may specify,
shall act. If all the foregoing shall be unable to act, the senior officer
among them shall appoint some other person in whom shall be vested, for the
time being, all the duties and functions of Chief Executive Officer, to act
until the Board of Directors can be convened and elect appropriate officers.
The Chief Executive Officer (or person acting as such) shall:
1. Preside (if there shall be no Chairman of the Board of Directors or in his
absence) over all meetings of the shareholders and directors;
2. Sign in behalf of the corporation contracts and other instruments in
writing within the scope of his authority or if, when, and as directed so to
do by the Board of Directors, but nothing herein shall limit the power of the
Board of Directors to authorize such contracts and other instruments in
writing to be signed by any other officer or person or limit the power of the
Chief Executive Officer to delegate his authority in any such matter to
another officer or other officers of the corporation. The Chief Executive
Officer or any other officer specified by the Board of Directors may sign
certificates of stock as provided in Article XIII hereof;
3. Delegate duties and responsibilities to any other officers and/or
employees of the corporation in any manner not prohibited by these Bylaws or
by the Board of Directors, and change such duties and responsibilities so
delegated from time to time at will;
4. Call the directors together when he deems it necessary, and have, subject
to the advice of the directors, direction of the affairs of the corporation;
and
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5. Generally discharge such other duties as may be required of him by the
Bylaws of the corporation.
ARTICLE XI
----------
SECRETARY
---------
SECTION 1. The Board of Directors shall elect a Secretary:
1. It shall be the duty of the Secretary to keep a record of proceedings of
the Board of Directors and of the shareholders, and to keep the corporate seal
of the corporation. He shall be responsible for maintaining proper records
showing the number of shares of stock of all classes and series issued and
transferred by any shareholder, and the dates of such issuance and transfer;
2. Whenever it is provided in these Bylaws that notice shall be given either
of regular or special meetings of the shareholders, regular or special
meetings of the directors, or otherwise, such notice shall be given by the
Secretary or by the Chief Executive Officer or by any person designated by
either of them, or by any authorized person who shall have signed the call for
such meeting. Any notice which the Secretary may give or serve, or act
required to be done by him, may with like effect be given or served or done by
or under the direction of an Assistant Secretary;
3. The Secretary shall discharge such other duties as pertain to his office
or which may be prescribed by the Board of Directors.
ARTICLE XII
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TREASURER
---------
SECTION 1. The Treasurer shall receive and keep all the funds of the
corporation and pay them out only on checks or otherwise, as directed by the
Board of Directors; provided, however, that the Board of Directors may provide
for a depository of the funds of the corporation, and may by resolution
prescribe the manner in which said funds shall be drawn from said depository.
ARTICLE XIII
------------
CERTIFICATES OF STOCK
----------------------
SECTION 1. Certificates of stock shall be of such form and device as the
Board of Directors may direct, and shall be signed by the genuine or facsimile
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signatures of the Chairman and Chief Executive Officer or the President or any
authorized Vice President and the Secretary or an Assistant Secretary. Each
certificate shall express on its face its number, date of issuance, the number
of shares for which and the person to whom it is issued, the kind of shares
represented by said certificate, and such other matters as may be required by
law. Certificates of stock may be issued prior to full payment, in harmony
with all permits issued by regulatory authorities having jurisdiction in the
premises, or as is otherwise allowed by law, but any certificate issued prior
to full payment must show on its face what amount has been paid thereon.
ARTICLE XIV
-----------
TRANSFER OF STOCK
-----------------
SECTION 1. Shares of stock of the corporation may be transferred at any time
by the holders, or by power of attorney, or by their legal representative, by
endorsement on the certificate of stock, but no transfer is valid until the
surrender of the endorsed certificate. A surrendered certificate shall be
delivered up for cancellation before a new one is issued in lieu thereof, and
the Secretary shall preserve the certificate so canceled or a suitable record
thereof. If, however, a certificate is lost or destroyed, the Board of
Directors may order a new certificate issued as is by law required or
permitted.
ARTICLE XV
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VOTING
------
SECTION 1. At all corporate meetings, each shareholder, either in person or
by proxy, shall be entitled to as many votes as he owns shares of stock;
however, every shareholder entitled to vote at any election for directors
shall have the right to cumulate his votes.
SECTION 2. PROXIES
- ---------- -------
Every person entitled to vote or execute consents shall have the right to do
so either in person or by one or more agents authorized by a written proxy
executed by such person or his duly authorized agent and filed with the
Secretary of the corporation; provided that no such proxy shall be valid after
the expiration of eleven (11) months from the date of its execution, unless
the person executing it specifies therein the length of time for which such
proxy is to continue in force, which in no case shall exceed seven (7) years
from the date of its execution.
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ARTICLE XVI
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INDEBTEDNESS
------------
SECTION 1. The Board of Directors shall have power to incur indebtedness, and
the terms and amount thereof shall be entered in the minutes. The Board of
Directors shall have the power to secure said indebtedness, or any obligation
or obligations of the corporation, by pledge, mortgage, deed of trust, or
other security given upon any property owned by it or in which it has any
interest.
ARTICLE XVII
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REGISTRAR AND/OR TRANSFER AGENT
-------------------------------
SECTION 1. The Board of Directors may designate and appoint one or more
registrars and/or transfer agents for the registration of the stock of the
corporation, and make such rules and regulations for the registrations of
stock at the office of such registrars and/or transfer agents as may to the
Board of Directors seem desirable. The corporation may act as its own
transfer agent, at the direction of the Board of Directors. The Board of
Directors may, in its discretion, fix a transfer fee for transfer of stock
certificates.
ARTICLE XVIII
-------------
MISCELLANEOUS
-------------
SECTION 1. MEETINGS. NOTICE. WHEN CONCLUSIVE.
- ---------- ------------------------------------
An entry made in the minutes of the directors or shareholders, pursuant to
resolution or recital, to the effect that the notice of such meeting required
by these Bylaws to be given has been given, shall be conclusive upon the
corporation, its directors, shareholders, and all other persons that such
notice has been duly given in proper form and substance to the proper persons
and for the requisite length of time.
ARTICLE XIX
-----------
SEAL
----
SECTION 1. The Board of Directors shall provide a suitable seal containing
the name of the corporation, the years of its creation, and other appropriate
words, and may alter the same at pleasure.
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ARTICLE XX
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AMENDMENTS TO BYLAWS
--------------------
SECTION 1. POWER OF SHAREHOLDERS
- --------- ---------------------
New Bylaws may be adopted or these Bylaws may be amended or repealed by the
vote of shareholders entitled to exercise a majority of the voting power of
the corporation or by the written assent of such shareholders, except as
otherwise provided by law or by the Articles of Incorporation.
SECTION 2. POWER OF DIRECTORS
- ---------- ---------------------
Subject to the right of the shareholders as provided in Section 1 of this
Article XX to adopt, amend or repeal Bylaws, the Board of Directors may adopt,
amend or repeal any of the Bylaws of this corporation, except that the powers
of the Board of Directors to change, and/or establish the authorized number of
directors of this corporation shall be as set forth in Article III of these
Bylaws.
I hereby certify that the foregoing is a full, true, and correct copy of the
Bylaws of Southwest Gas Corporation, a California corporation, as in effect on
the date hereof.
WITNESS my hand this 14th day of September, 1998.
-------------------------------------
George C. Biehl
Senior Vice President/Chief Financial
Officer and Corporate Secretary
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