BY-LAWS
of
CONSTELLATION ENERGY GROUP, INC.
Amended as of October 20, 2000
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ARTICLE I
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Offices and Headquarters
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Section 1. - Name.
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The name of the corporation is Constellation Energy Group, Inc. (the
"Corporation").
Section 2. - Offices.
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The principal office of the Corporation is 250 West Pratt Street,
Baltimore, Maryland 21201. The Corporation may also have other offices at such
other places, either within or without the State of Maryland, as the Board of
Directors of the Corporation (the "Board") may determine or as the activities of
the Corporation may require.
ARTICLE II
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STOCKHOLDERS
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Section 1. - Place of Meetings.
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Meetings of stockholders of the Corporation shall be held at such places,
either within or without the State of Maryland as may be fixed from time to time
by the Board and stated in the notice of meeting or in a duly executed waiver of
notice thereof.
Section 2. - Annual Meetings.
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The Annual Meeting of the stockholders for the election of Directors and
for the transaction of general business shall be held on any date during the
period of April 14 through May 13, as determined year to year by the Board. The
time and location of the meeting shall be determined by the Board. Failure to
hold an Annual Meeting does not invalidate the Corporation's existence or affect
any otherwise valid corporate acts.
The Chief Executive Officer of the Corporation shall prepare, or cause to
be prepared, an annual report containing a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be submitted to the
stockholders at or prior to the Annual Meeting.
Section 3. - Special Meetings.
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Special meetings of the stockholders may be held in the City of
Baltimore or in any county in which the Corporation provides service or owns
property upon call by the Chairman of the Board, the President, or a majority of
the Board whenever they deem expedient, or by the Secretary upon the written
request of the holders of shares entitled to not less than twenty-five percent
of all the votes entitled to be cast at such meeting. Such request of the
stockholders shall state the purpose or purposes of the meeting and the matters
proposed to be acted on thereat and shall be delivered to the Secretary, who
shall inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of the meeting, and upon payment to the Corporation of such
costs the Secretary shall give notice stating the purpose or purposes of the
meeting to all stockholders entitled to vote at such meeting. No special meeting
need be called upon the request of the holders of the shares entitled to cast
less than a majority of all votes entitled to be cast at such meeting, to
consider any matter which is substantially the same as a matter voted upon at
any special meeting of the
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stockholders held during the preceding twelve months. The business at all
special meetings shall be confined to that specifically named in the notice
thereof.
Section 4. - Notice and Waiver; Organization of Meeting.
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When stockholders are required or permitted to take any action at a meeting
whether special or annual, written or printed notice of every meeting shall be
given to each stockholder entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting. The notice shall state the place,
day, and hour of such meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called. The written notice of any meeting
shall be given, personally or by mail, not less than 10 or more than 90 days
before the date of the meeting. If mailed, such notice shall be deemed given
when deposited with the United States Postal Service, postage prepaid, addressed
to the stockholder at his or her address as it appears on the records of the
Corporation or its registrar. The business at all special meetings shall be
confined to that specifically named in the notice thereof.
When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken unless the adjournment is for more
than 120 days, or, if after the adjournment, a new record date is fixed for the
adjourned meeting, in which circumstances a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting. At
the adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting.
Notice of any meeting of stockholders may be waived in writing by any
stockholders entitled to vote at such meeting. Attendance at a meeting by any
stockholder, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
All meetings of the stockholders shall be called to order by the Chairman
of the Board, or in his or her absence by the President or a Vice President; or
in the case of the absence of such Officers, then by any stockholder. The party
calling the meeting to order shall be Chairman of the meeting. The Secretary of
the Corporation, if present, shall act as secretary of the meeting, unless some
other person shall be elected by the stockholders at the meeting to act as
secretary. An accurate record of the meeting shall be kept by the secretary
thereof, and placed in the record books of the Corporation.
Section 5. - Order of Business.
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(a) At any Annual Meeting, only such business shall be conducted as shall
have been brought before the Annual Meeting (i) by or at the direction
of the Board, or (ii) by any stockholder who complies with the
procedures set forth in this Section 5.
(b) For nominations or other business to be brought properly before an
Annual Meeting by a stockholder, the stockholder must have given
timely notice thereof in proper written form to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal office of the Corporation not
less than 75 days prior to the anniversary of the date on which notice
of the prior year's Annual Meeting was given to stockholders in
accordance with Section 4 of this Article II. Notices by facsimile
will not be accepted by the Secretary of the Corporation. To be in
proper written form, a stockholder's notice to the Secretary shall set
forth in writing as to each matter the stockholder proposes to bring
before the Annual Meeting:
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(i) as to each person whom the stockholder proposes to nominate for
election or re-election as a Director, all information relating
to such person that is required to be disclosed in solicitations
of proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (the "Exchange Act") or any applicable
successor provisions thereto, including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a Director if elected; and as to the stockholder
giving the notice, the name and address, as they appear on the
Corporation's books, of the stockholder proposing such nomination
and the class and number of shares of stock of the Corporation
which are beneficially owned by the stockholder.
(ii) as to any other business that the stockholder proposes to bring
before the meeting:
(A) a brief description of the business desired to be brought
before the Annual Meeting and the reasons for conducting
such business at the Annual Meeting;
(B) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business;
(C) the class and number of shares of stock of the Corporation
which are beneficially owned by the stockholder; and
(D) any material interest of the stockholder in such business.
(c) Notwithstanding anything in these by-laws to the contrary, no business
shall be conducted at an Annual Meeting except in accordance with the
procedures set forth in this Section 5 of Article II. The Chairman of
an Annual Meeting shall, if the facts warrant, determine and declare
at the Annual Meeting that business was not properly brought before
the Annual Meeting in accordance with the provisions of this Section 5
of Article II and, if the Chairman should so determine, he or she
shall so declare at the Annual Meeting and any such business not
properly brought before the Annual Meeting shall not be transacted.
(d) Notwithstanding the foregoing provisions of this Section, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Section. Nothing in this Section shall
be deemed to affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act.
Section 6. - Quorum.
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At any meeting of the stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of the votes thereat shall constitute a
quorum for the transaction of business.
When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any stockholders.
The stockholders present, although less than a quorum, may adjourn the
meeting to another time or place; provided that notice of such adjourned meeting
is given in accordance with the provisions of Section 4 of this Article II.
Section 7. - Voting; Proxies.
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At all meetings of the stockholders each stockholder shall be entitled to
one vote for each share of Common Stock standing in his or
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her name and, when the Preferred Stock is entitled to vote, such number of votes
as shall be provided in the Charter of the Corporation for each share of
Preferred Stock standing in his or her name, and the votes shall be cast by
stockholders in person or by lawful proxy. However, no proxy shall be voted 11
months after the date thereof, unless the proxy provides for a longer period.
Section 8. - Control Shares.
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Notwithstanding any other provision of the Charter of the Corporation
or these by-laws, Title 3, Subtitle 7 of the Maryland General Corporation Law
(or any successor statute) shall not apply to any acquisition by any person of
shares of stock of the Corporation. This section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares and,
upon such repeal, may, to the extent provided by any successor by-law, apply to
any prior or subsequent control share acquisition.
Section 9. - Method of Voting.
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All elections and all other questions shall be decided by a majority of the
votes cast, at a meeting at which a quorum is present, except as expressly
provided otherwise by the general laws of the State of Maryland or the Charter
and except that Directors shall be elected by a plurality of the votes cast.
Section 10. - Ownership of its Own Stock.
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Shares of capital stock of the Corporation held by either (i) the
Corporation or (ii) another corporation, if a majority of the shares entitled to
vote in the election of Directors of such other corporation is held, directly or
indirectly, by the Corporation (a "Controlled Corporation"), shall neither be
entitled to vote nor be counted for quorum purposes. Nothing in this Section 9
shall be construed as limiting the right of the Corporation or any Controlled
Corporation to vote stock of the Corporation held by it in a fiduciary capacity.
Section 11. - Judge of Election and Tellers.
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The Directors shall, at a regular or special meeting, appoint a Judge of
Election and two Tellers to serve at each meeting of stockholders. If the
Directors fail to make such appointments, or if the Judge of Election and/or
Tellers, or any of them, fail to appear at the meeting, the Chairman of the
meeting shall appoint a Judge of Election and/or a Teller or Tellers to serve at
that meeting. It shall be the duty of the Tellers to receive the ballots of all
the holders of stock entitled to vote and present at a meeting either in person
or by proxy, and to count and tally said ballots by the official record of
stockholders of the Corporation, or by a summary prepared therefrom and
certified by the Stock Transfer Agent or the Secretary of the Corporation
showing the number of shares of Common and, if entitled to vote, Preferred Stock
owned of record by each stockholder, who may be designated therein by name, code
number, or otherwise, and certify them to the Judge of Election, and the said
Judge shall communicate in writing the result of the balloting so certified by
the Tellers to the Chairman who shall at once announce the same to the meeting.
This certificate, signed by the Tellers and countersigned by the Judge, shall be
duly recorded as part of the minutes of the meeting and filed among the records
of the Corporation.
Section 12.- Record Date for Stockholders; Closing of Transfer Books.
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The Board may fix, in advance, a date as the record for the determination
of the stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or entitled to receive payment of any dividend, or entitled to the
allotment of any rights, or for any other proper purpose. Such date in any case
shall not be more than 90 days (and in the case of a meeting of stockholders not
less than 10 days) prior to the date on which the particular action requiring
such determination of stockholders is to be taken. Only stockholders of record
on such date shall be entitled to notice of or to vote at such meeting or to
receive such dividends or rights, as the case may be. In lieu of fixing a record
date the Board may close the stock transfer books of the Corporation for a
period not exceeding 20 nor less than 10 days preceding the date of any meeting
of stockholders or not exceeding 20 days preceding any other of the above
mentioned events.
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ARTICLE III
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BOARD OF DIRECTORS AND COMMITTEES
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Section 1. - Powers of Directors
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The business and affairs of the Corporation shall be managed by the Board
which shall have and may exercise all the powers of the Corporation, except such
as are expressly conferred upon or reserved by the stockholders by law, by
Charter, or by these by-laws. Except as otherwise provided herein, the Board
shall appoint the Officers for the conduct of the business of the Corporation,
determine their duties and responsibilities and fix their compensation. The
Board may remove any Officer.
Section 2. - Number and Election of Directors.
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The number of Directors shall be eighteen (18) or such number as the Board
of Directors shall determine by amendment to these by-laws. Each Director shall
own at least 300 shares of the Corporation's Common Stock. The Directors shall
be grouped into three classes, Class I, Class II and Class III. Directors in
each class shall serve a term of three years and until their successors are
elected and qualified, or until their earlier resignation or removal. A separate
class will be elected at each Annual Meeting of the stockholders except as
otherwise provided in these by-laws.
Section 3. - Vacancies.
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Any vacancy occurring in the Board from any cause other than by reason of
an increase in the number of Directors may be filled only by a majority of the
remaining Directors although such majority is less than a quorum or by a sole
remaining Director. Any vacancy occurring by reason of an increase in the number
of Directors may be filled only by a majority of Directors. A Director filling a
vacancy within one of the three classes discussed in Section 2 of Article III
shall hold office until the three-year term of the class expires, and until his
or her successor is elected and qualified, or until his or her earlier
resignation or removal.
Section 4. - Resignations.
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Any Director of the Corporation may resign at any time by giving written
notice to the Corporation. Such resignation shall take effect at the time
specified therein, if any, or if no time is specified therein, then upon receipt
of such notice by the Corporation; and, unless otherwise provided therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 5. - Meetings of the Board.
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A regular meeting of the Board shall be held immediately after the Annual
Meeting of stockholders or any special meeting of the stockholders at which the
Board is elected, and thereafter regular meetings of the Board shall be held on
such dates during the year as may be designated from time to time by the Board.
All meetings of the Board shall be held at the general offices of the
Corporation in the City of Baltimore or elsewhere, as ordered by the Board. Of
all such meetings (except the regular meeting held immediately after the
election of Directors) the Secretary shall give notice to each Director
personally or by telephone, by facsimile directed to, or by written notice
deposited in the mails addressed to, his or her residence or business address at
least 48 hours before such meeting.
Special meetings may be held at any time or place upon the call of the
Chairman of the Board, or the President, or in their absence, on order of the
Executive Committee by notices as above. In the event three- fourths of the
Directors in office waive notice of any meeting in writing at or before the
meeting, the meeting may be held without the aforesaid advance notices.
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The Chairman shall preside at all meetings of the Board, or, in his or her
absence, the President or one of the Vice Presidents (if a member of the Board)
shall preside. If at any meeting none of the foregoing persons is present, the
Directors present shall designate one of their number to preside at such
meeting.
Section 6. - Telephone Meetings Permitted.
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Members of the Board, or any committee, may participate in a meeting
thereof by means of conference telephone or similar communications equipment in
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.
Section 7. - Quorum.
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A majority of the Directors in office shall constitute a quorum of the
Board for the transaction of business. If a quorum be not present at any
meeting, a majority of the Directors present may adjourn to any time and place
they may see fit.
Section 8. - Executive Committee.
---------------------------------
The Directors shall annually, at their first meeting succeeding the
stockholders' meeting at which they are elected, elect from among their number
an Executive Committee of at least three. The Executive Committee may exercise,
in the intervals between meetings of the Board, all of the powers of the Board
in the management of the business and affairs of the Corporation, except the
power to declare dividends, to issue stock other than as hereinafter stated, to
recommend to stockholders any action requiring stockholder approval, amend the
by-laws, or approve any merger or share exchange which does not require
stockholder approval. If the Board has given general authorization for the
issuance of stock, the Executive Committee, in accordance with a general formula
or method specified by the Board by resolution or by adoption of a stock option
or other plan, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued, including all
terms and conditions required or permitted to be established or authorized by
the Board.
The members of the Executive Committee shall hold their offices as such for
one year and until their successors are elected and qualified, or until their
earlier resignation or removal. All vacancies in said Committee shall be filled
by the Board, but in the absence of a member or members of the Executive
Committee, the members thereof present at any meeting (whether or not they
constitute a quorum) may appoint a member of the Board to act in the place of
such absent member. They shall designate one of their number as Chairman of the
Committee, and shall keep a separate book of minutes of their proceedings and
actions. They shall elect a Secretary to the Committee who shall give notice
personally or by mail, telephone, or facsimile to each member of the Committee
of all meetings, not later than 12 noon of the day before the meeting, unless a
majority of the members of the Executive Committee in office waive notice
thereof in writing at or before the meeting in which case the meeting may be
held without the aforesaid advance notice. Meetings may be called by the
Chairman of the Committee or by the Chief Executive Officer, or, in the event of
their absence, by one of the other Officers among the Chairman of the Board, the
President or the Vice Presidents (if a member of the Board). A majority of the
members of the Executive Committee shall constitute a quorum for the transaction
of business.
Section 9. - Audit Committee.
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The Directors shall annually, at their first meeting succeeding the
stockholders' meeting at which they are elected, elect from among their number
an Audit Committee which shall consist of at least three Directors who
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shall be independent of Management and free from any relationship that, in the
opinion of the Board, would interfere with the exercise of independent judgment
as a Committee member, provided that no Director who was formerly an Officer of
the Corporation shall be a member of the said Audit Committee. The members of
the Audit Committee shall hold their offices as such for one year and until
their successors are elected and qualified, or until their earlier resignation
or removal. All vacancies in said Committee shall be filled by the Board. They
shall designate one of their number as Chairman of the Committee, and shall keep
a separate book of minutes of their proceedings and actions. They shall elect a
Secretary to the Committee who shall give notice personally or by mail,
telephone, or facsimile to each member of the Committee of all meetings, not
later than 12 noon of the day before the meeting, unless a majority of the
members of the Audit Committee in office waive notice thereof in writing at or
before the meeting in which case the meeting may be held without the aforesaid
advance notice. A majority of the members of the Audit Committee shall
constitute a quorum for the transaction of business.
In order to provide for direct communication between representatives of the
Board and the Independent Auditors for the Corporation, the Audit Committee, in
furtherance of this charge, shall have the following duties and
responsibilities:
(1) To recommend to the Board the public accounting firm (the "Independent
Auditors") to be engaged to conduct the annual financial audit of the
Corporation.
(2) To discuss with such Independent Auditors the scope of their
examination which shall be in accordance with generally accepted
auditing standards with appropriate reports thereon to be submitted to
the Board.
(3) To review with the Independent Auditors and appropriate financial
officers and Management of the Corporation, the annual financial
statements and the Independent Auditors' report thereon.
(4) To invite comments and recommendations from the Independent Auditors
regarding the need for and/or results of the reviews of those
financial statements and other documents and data reviewed or
certified by such Independent Auditors.
(5) To invite comments and recommendations from the Independent Auditors
regarding the system of internal controls, accounting policies and
practices, and any other related matters employed by the Corporation.
(6) To meet with the Corporation's internal auditor in order to ensure, as
a part of the system of internal controls, that an adequate program of
internal auditing is being continuously carried out, to determine that
the Corporation's internal audit staff is adequate and to review the
findings of such staff's investigations.
(7) To report periodically regarding its activities to the Board and to
make such recommendations and findings concerning any audit or
audit-related matter as the Audit Committee deems appropriate.
Section 10. - Committee On Management.
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The Directors shall annually, at their first meeting succeeding the
stockholders' meeting at which they are elected, elect from among their number a
Committee on Management consisting of at least three members. The members of the
Committee on Management shall hold their offices as such for one year and until
their successors are elected and qualified, or until their earlier resignation
or removal. All vacancies in said Committee shall be filled by the Board. They
shall designate one of their number as Chairman of the Committee, and shall keep
a separate book
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of minutes of their proceedings and actions. They shall elect a Secretary to the
Committee who shall give notice personally or by mail, telephone, or facsimile
to each member of the Committee of all meetings, not later than 12 noon of the
day before the meeting, unless a majority of the members of the Committee on
Management in office waive notice thereof in writing at or before the meeting in
which case the meeting may be held without the aforesaid advance notice. A
majority of the members of the Committee on Management shall constitute a quorum
for the transaction of business.
The Committee on Management shall recommend to the Board nominees for
election as Directors and shall consider the performance of incumbent Directors
in determining whether to nominate them to stand for reelection. The Committee
shall, among other things, consider any major changes in the organization of the
Corporation. It shall recommend to the Board the remuneration arrangements for
Officers and Directors of the Corporation. The Committee shall recommend to the
full Board nominees for Officers of the Corporation. The Committee on Management
shall have such additional powers and perform such duties as shall be prescribed
by resolution of the Board.
Section 11. - Other Committees.
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The Board is authorized to appoint from among its members such other
committees as it may, from time to time, deem advisable and to delegate to such
committee or committees any of the powers of the Board that it may lawfully
delegate. Each such committee shall consist of at least three Directors.
Section 12. - Fees and Expenses.
--------------------------------
Each member of the Board, other than salaried Officers and employees, shall
be paid an annual retainer fee, payable in quarterly installments, in such
amount as shall be specified from time to time by the Board. Each Committee
Chair shall be paid an annual retainer fee, payable in quarterly installments,
in such amount as shall be specified from time to time by the Board.
Each member of the Board, other than salaried Officers and employees, shall
be paid such fee as shall be specified from time to time by the Board for
attending each regular or special meeting of the Board and for attending, as a
committee member, each meeting of the Executive Committee, Audit Committee,
Committee on Management and any other committee appointed by the Board. Each
member shall be paid reasonable traveling expenses incident to attendance at
meetings.
ARTICLE IV
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OFFICERS
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Section 1. - Officers.
----------------------
The Corporation shall have a Chairman of the Board, a President, one or
more Vice Presidents, a Treasurer, and a Secretary who shall be elected by, and
hold office at the will of, the Board. The Chairman of the Board and the
President shall be chosen from among the Directors. The Board shall designate
either the Chairman of the Board or the President to be the Chief Executive
Officer of the Corporation. The Board shall also elect such other Officers as
they may deem necessary for the conduct of the business and affairs of the
Corporation. Any two offices, except those of President and Vice President, may
be held by the same person, but no person shall sign checks, drafts and
promissory notes, or execute, acknowledge or verify any other instrument in more
than one capacity, if such instrument is required by law, the Charter, these
by-laws, a resolution of the Board or order of the Chief Executive Officer to be
signed, executed, acknowledged or
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verified by two or more Officers. The President, any Vice President, or such
other persons as may be designated by the Board, shall sign all special
contracts of the Corporation, countersign checks, drafts and promissory notes,
and such other papers as may be directed by the Board. The President, or any
Vice President, together with the Treasurer or an Assistant Treasurer (if any),
shall have authority to sell, assign or transfer and deliver any bonds, stocks
or other securities owned by the Corporation. The Chairman of the Board,
President and Vice Presidents shall receive such compensation as shall be fixed
by the Board. Compensation for Officers other than the Chairman of the Board,
President and Vice Presidents shall be fixed by the Chief Executive Officer. The
Board shall require a fidelity bond to be given by each Officer, or, in its
discretion, the Board may substitute a general blanket fidelity bond or
insurance contract to cover all Officers and employees.
Section 2. - Duties of the Officers.
------------------------------------
(a) Chairman of the Board
The Chairman of the Board shall preside at all meetings of the Board
and of stockholders. The Chairman of the Board shall also have such
other powers and duties as from time to time may be assigned by the
Board.
(b) President
The President shall have general executive powers, as well as specific
powers conferred by these by-laws. The President shall also have such
other powers and duties as from time to time may be assigned by the
Board. In the absence of the Chairman of the Board, the President
shall perform all the duties of the Chairman of the Board.
(c) Vice Presidents
Each Vice President shall have such powers and duties as may be
assigned by the Board or the Chief Executive Officer, as well as the
specific powers assigned by these by-laws. A Vice President may be
designated by the Board or the Chief Executive Officer to perform, in
the absence of the President, all the duties of the President.
(d) Treasurer
The Treasurer shall have the care and the custody of the funds and
valuable papers of the Corporation, and shall receive and disburse all
moneys in such a manner as may be prescribed by the Board or the Chief
Executive Officer. The Treasurer shall have such other powers and
duties as may be assigned by the Board, or the Chief Executive
Officer, as well as specific powers assigned by these by-laws.
(e) Secretary
The Secretary shall attend all meetings of the stockholders and
Directors and shall notify the stockholders and Directors of such
meetings in the manner provided in these by-laws. The Secretary shall
record the proceedings of all such meetings in books kept for that
purpose. The Secretary shall have such other powers and duties as may
be assigned by the Board or the Chief Executive Officer, as well as
the specific powers assigned by these by-laws.
(f) Other Officers
Such other Officers as are appointed by the Board shall exercise such
duties and have such powers as by custom and applicable law generally
pertain to their respective offices as well as such duties and powers
as the Board or the Chief Executive Officer may assign.
Section 3. - Terms of Office; Removals and Vacancies.
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Any Officer may be removed by the Board in its sole judgment. In case of
removal, the salary of such Officer shall cease. Removal shall be without
prejudice to the contractual rights, if any, of the person so removed, but
election of an Officer shall not of itself create contractual rights.
Each Officer shall hold office until his or her successor is elected and
qualified or until his or her earlier removal or resignation.
Any vacancy occurring in any office of the Corporation shall be filled by
the Board and the Officer so elected shall hold office for the unexpired term in
respect of which the vacancy occurred and until his or her successor shall be
duly elected and qualified.
In any event of absence or temporary disability of any Officer of the
Corporation, the Board may authorize another person to perform the duties of
that office.
Section 4. - Voting Securities Owned by the Corporation.
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Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the Chairman, the
President or any Vice President and any such Officer may, in the name of and on
behalf of the Corporation, take all such action as any such Officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board may, by
resolution, from time to time confer like powers upon any other person or
persons.
ARTICLE V
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 1. - Procedure.
-----------------------
The Corporation shall indemnify all Directors, Officers and employees to
the fullest extent permitted by the general laws of the State of Maryland and
shall provide indemnification expenses in advance to the extent permitted
thereby. The Corporation will follow the procedures required by applicable law
in determining persons eligible for indemnification and in making
indemnification payments and advances.
Section 2. - Exclusivity, etc.
------------------------------
The indemnification and advance of expenses provided by the Charter and
these by-laws shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advance of expenses may be entitled under any
law (common or statutory), or any agreement, vote of stockholders or
disinterested Directors or other provision that is consistent with law, both as
to action in his or her official and administrators of such person. All rights
to indemnification and advance of expenses under the Charter of the Corporation
and hereunder shall be deemed to be a contract between the Corporation and each
Director or Officer of the Corporation who serves or served in such capacity at
any time while this by-law is in effect. Nothing herein shall prevent the
amendment of this by-law, provided that no such amendment shall diminish the
rights of any person hereunder with respect to events occurring or claims made
before its adoption or as to claims made after its adoption in respect of events
occurring before its adoption. Any repeal or modification of this by-law shall
not in any way diminish any rights to indemnification or advance of expenses of
such Director or Officer or the obligations of the Corporation arising hereunder
with respect to events occurring, or claims made, while this by-law or any
provision hereof is in force.
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Section 3. - Severability; Definitions.
---------------------------------------
The invalidity or unenforceability of any provision of this Article V shall
not affect the validity or enforceability of any other provision hereof. The
phrase "this by-law" in this Article V means this Article V in its entirety.
ARTICLE VI
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Capital Stock
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Section 1. - Evidence of Stock Ownership.
-----------------------------------------
Evidence of ownership of stock in the Corporation may be either pursuant to
a certificate(s) or a statement in compliance with the general laws of the State
of Maryland, each of which shall represent the number of shares of stock owned
by a stockholder in the Corporation. Stockholders may request that their stock
ownership be represented by a certificate(s). In case any Officer who signed any
certificate, in facsimile or otherwise, ceases to be such Officer of the
Corporation before the certificate is issued, the certificate may nevertheless
be issued by the Corporation with the same effect as if the Officer had not
ceased to be such Officer as of the date of its issue.
For stock ownership evidenced by a statement, such statement shall be in
such form, and executed, as required from time to time by the general laws of
the State of Maryland.
Section 2. - Transfer of Shares.
--------------------------------
Stock shall be transferable only on the books of the Corporation by
assignment in writing by the registered holder thereof, his or her legally
constituted attorney, or his or her legal representative, either upon surrender
and cancellation of the certificate(s) therefor, if such stock is represented by
a certificate, or upon receipt of such other documentation for stock not
represented by a certificate as the Board and the general laws of the State of
Maryland may, from time to time, require.
Section 3. - Lost, Stolen or Destroyed Certificates.
----------------------------------------------------
No certificate for shares of stock of the Corporation shall be issued in
place of any other certificate alleged to have been lost, stolen, or destroyed,
except upon production of such evidence of the loss, theft or destruction and
upon indemnification of the Corporation to such extent and in such manner as the
Board may prescribe.
Section 4. - Transfer Agents and Registrars.
--------------------------------------------
The Board shall appoint a person or persons, the Corporation or any
incorporated trust company or companies or any of them, as transfer agents and
registrars and, if stock is represented by a certificate, may require that such
certificate bear the signatures or the counter-signatures of such transfer
agents and registrars, or either of them.
Section 5. - Stock Ledger.
--------------------------
The Corporation shall maintain at its principal office, a stock record
containing the names and addresses of all stockholders and the numbers of shares
of each class held by each stockholder.
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ARTICLE VII
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Miscellaneous
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Section 1. - Seal.
------------------
The Board shall provide, subject to change, a suitable corporate seal which
may be used by causing it, or facsimile thereof, to be impressed or affixed or
reproduced on the Corporation's stock certificates, bonds, or any other
documents on which the seal may be appropriate.
Section 2. - Amendments.
------------------------
These by-laws, or any of them, may be amended or repealed, and new by-laws
may be made or adopted only at any meeting of the Board, by vote of a majority
of the Directors or at a meeting of the shareholders, duly called, by a vote of
two-thirds of the shareholders eligible to vote thereon.
Section 3. - Section Headings and Statutory References.
-------------------------------------------------------
The headings of the Articles and Sections of these by-laws have been
inserted for convenience of reference only and shall not be deemed to be a part
of these by-laws.
1
I HEREBY CERTIFY that the foregoing is a true copy of the
by-laws of Constellation Energy Group, Inc. in effect at the
date hereof.
IN WITNESS WHEREOF I have hereunto set my hand as Assistant
Secretary of said Company and affixed its corporate seal
this 27th day of October, 2000.
Assistant Secretary
