{"id":41567,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-southern-energy-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-southern-energy-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-southern-energy-inc.html","title":{"rendered":"Bylaws &#8211; Southern Energy Inc."},"content":{"rendered":"<pre>                                     BYLAWS\n\n                                       OF\n\n                             Southern Energy, Inc.\n\n                                   ARTICLE I\n\n                                  Stockholders\n\n         Section 1.1. Annual Meetings. An annual meeting of stockholders shall\nbe held for the election of directors at such date, time and place either within\nor without the State of Delaware as may be designated by the Board of Directors\nfrom time to time. Any other proper business may be transacted at the annual\nmeeting.\n\n         Section 1.2. Special Meetings. Special meetings of stockholders may be\ncalled at any time by the Chairman of the Board, if any, the President or a\nmajority of the Board of Directors, to be held at such date, time and place\neither within or without the State of Delaware as may be stated in the notice of\nthe meeting.\n\n         Section 1.3. Notice of Meetings. Whenever stockholders are required or\npermitted to take any action at a meeting, a written notice of the meeting shall\nbe given which shall state the place, if any, date and hour of the meeting, the\nmeans of remote communications, if any, by which stockholders and proxy holders\nmay be deemed to be present in person and vote at such meeting, and, in the case\nof a special meeting, the purpose or purposes for which the meeting is called.\nUnless otherwise provided by law, the written notice of any meeting shall be\ngiven not less than ten nor more than sixty days before the date of the meeting\nto each stockholder entitled to vote at such meeting. If mailed, such notice\nshall be deemed to be given when deposited in the United States mail, postage\nprepaid, directed to the stockholder at such stockholder's address as it appears\non the records of the Corporation.\n\n         Section 1.4. Adjournments. Any meeting of stockholders, annual or\nspecial, may be adjourned by the chairman of the meeting from time to time, to\nreconvene at the same or some other place, and notice need not be given of any\nsuch adjourned meeting if the time, place, if any, thereof, and the means of\nremote communication, if any, by which stockholders and proxy holders may be\ndeemed to be present in person and vote at such adjourned meeting are announced\nat the meeting at which the adjournment is taken. At the adjourned meeting the\nCorporation may transact any business which might have been transacted at the\noriginal meeting. If the adjournment is for more than thirty days, or if after\nthe adjournment a new record date is fixed for the adjourned meeting, a notice\nof the adjourned meeting shall be given to each stockholder of record entitled\nto vote at the meeting.\n\n\n   2\n\n         Section 1.5. Quorum. At each meeting of stockholders, except where\notherwise provided by law or the certificate of incorporation or these bylaws,\nthe holders of a majority of the outstanding shares of stock entitled to vote on\na matter at the meeting, present in person or represented by proxy, shall\nconstitute a quorum. For purposes of the foregoing, where a separate vote by\nclass or classes is required for any matter, the holders of a majority of the\noutstanding shares of such class or classes, present in person or represented by\nproxy, shall constitute a quorum to take action with respect to that vote on\nthat matter. Two or more classes or series of stock shall be considered a single\nclass if the holders thereof are entitled to vote together as a single class at\nthe meeting. In the absence of a quorum of the holders of any class of stock\nentitled to vote on a matter, the chairman of the meeting or the holders of such\nclass so present or represented may, by majority vote, adjourn the meeting of\nsuch class from time to time in the manner provided by Section 1.4 of these\nbylaws until a quorum of such class shall be so present or represented.\n\n         Section 1.6. Organization. Meetings of stockholders shall be presided\nover by the Chairman of the Board, if any, or in the absence of the Chairman of\nthe Board by the Vice Chairman of the Board, if any, or in the absence of the\nVice Chairman of the Board by the President, or in the absence of the President\nby a Vice President, or in the absence of the foregoing persons by a chairman\ndesignated by the Board of Directors, or in the absence of such designation by a\nchairman chosen at the meeting. The Secretary, or in the absence of the\nSecretary an Assistant Secretary, shall act as secretary of the meeting, but in\nthe absence of the Secretary and any Assistant Secretary the chairman of the\nmeeting may appoint any person to act as secretary of the meeting.\n\n         The order of business at each such meeting shall be as determined by\nthe chairman of the meeting. The chairman of the meeting shall have the right\nand authority to prescribe such rules, regulations and procedures and to do all\nsuch acts and things as are necessary or desirable for the proper conduct of the\nmeeting, including, without limitation, the establishment of procedures for the\nmaintenance of order and safety, limitations on the time allotted to questions\nor comments on the affairs of the Corporation, restrictions on entry to such\nmeeting after the time prescribed for the commencement thereof and the opening\nand closing of the voting polls.\n\n         Section 1.7. Inspectors. Prior to any meeting of stockholders, the\nBoard of Directors or the President shall appoint one or more inspectors to act\nat such meeting and make a written report thereof and may designate one or more\npersons as alternate inspectors to replace any inspector who fails to act. If no\ninspector or alternate is able to act at the meeting of stockholders, the person\npresiding at the meeting shall appoint one or more inspectors to act at the\nmeeting. Each inspector, before entering upon the discharge of his or her\nduties, shall take and sign an oath to faithfully execute the duties of\ninspector with strict impartiality and according to the best of his or her\nability. The inspectors shall ascertain the number of shares outstanding and the\nvoting power of each, determine the shares represented at the meeting and the\nvalidity of proxies and ballots, count all votes and ballots, determine and\nretain for a reasonable period a record of the disposition of any challenges\nmade to any determination by the inspectors and certify their determination of\nthe number of shares represented at the meeting and their count of all votes and\nballots. The inspectors may appoint or retain other persons or entities to\nassist them\n\n\n                                      -2-\n   3\n\nin the performance of their duties. The date and time of the opening and closing\nof the polls for each matter upon which the stockholders will vote at a meeting\nshall be announced at the meeting. No ballot, proxy or vote, nor any revocation\nthereof or change thereto, shall be accepted by the inspectors after the closing\nof the polls unless the Delaware Court of Chancery, upon application by a\nstockholder, shall determine otherwise. In determining the validity and counting\nof proxies and ballots, the inspectors shall be limited to an examination of the\nproxies, any envelopes submitted therewith, any information provided in\naccordance with Section 211(e) or Section 212(c)(2), or any information\nprovided pursuant to Section 211(a)(2)(B)(i) or (iii), of the Delaware General\nCorporation Law, ballots and the regular books and records of the corporation,\nand they may also consider other reliable information for the limited purpose of\nreconciling proxies and ballots submitted by or on behalf of banks, brokers,\ntheir nominees or similar persons which represent more votes than the holder of\na proxy is authorized by the record owner to cast or more votes than the\nstockholder holds of record. If the inspectors consider other reliable\ninformation for such purpose, they shall, at the time they make their\ncertification, specify the precise information considered by them, including the\nperson or persons from whom they obtained the information, when the information\nwas obtained, the means by which the information was obtained and the basis for\nthe inspector's, belief that such information is accurate and reliable.\n\n         Section 1.8. Voting; Proxies. Unless otherwise provided in the\ncertificate of incorporation, each stockholder entitled to vote at any meeting\nof stockholders shall be entitled to one vote for each share of stock held by\nsuch stockholder which has voting power upon the matter in question. Each\nstockholder entitled to vote at a meeting of stockholders or to express consent\nor dissent to corporate action in writing without a meeting may authorize\nanother person or persons to act for such stockholder by proxy, but no such\nproxy shall be voted or acted upon after three years from its date, unless the\nproxy provides for a longer period. A duly executed proxy shall be irrevocable\nif it states that it is irrevocable and if, and only as long as, it is coupled\nwith an interest sufficient in law to support an irrevocable power, regardless\nof whether the interest with which it is coupled is an interest in the stock\nitself or an interest in the Corporation generally. A stockholder may revoke any\nproxy which is not irrevocable by attending the meeting and voting in person or\nby filing an instrument in writing revoking the proxy or another duly executed\nproxy bearing a later date with the Secretary of the Corporation. Voting at\nmeetings of stockholders need not be by written ballot unless the holders of a\nmajority of the outstanding shares of all classes of stock entitled to vote\nthereon present in person or represented by proxy at such meeting shall so\ndetermine. Directors shall be elected by a plurality of the votes of the shares\npresent in person or represented by proxy at the meeting and entitled to vote on\nthe election of directors. In all other matters, unless otherwise provided by\nlaw or by the certificate of incorporation or these bylaws, the affirmative vote\nof the holders of a majority of the shares present in person or represented by\nproxy at the meeting and entitled to vote on the subject matter shall be the act\nof the stockholders. Where a separate vote by class or classes is required, the\naffirmative vote of the holders of a majority of the shares of such class or\nclasses present in person or represented by proxy at the meeting shall be the\nact of such class or classes, except as otherwise provided by law or by the\ncertificate of incorporation or these bylaws.\n\n\n                                      -3-\n   4\n\n         Section 1.9. Fixing Date for Determination of Stockholders of Record.\nIn order that the Corporation may determine the stockholders entitled to notice\nof or to vote at any meeting of stockholders or any adjournment thereof, the\nBoard of Directors may fix a record date, which record date shall not precede\nthe date upon which the resolution fixing the record date is adopted by the\nBoard of Directors, and which record date shall not be more than sixty nor less\nthan ten days before the date of such meeting. If no record date is fixed by the\nBoard of Directors, the record date for determining stockholders entitled to\nnotice of or to vote at a meeting of stockholders shall be at the close of\nbusiness on the day next preceding the day on which notice is given, or, if\nnotice is waived, at the close of business on the day next preceding the day on\nwhich the meeting is held. A determination of stockholders of record entitled to\nnotice of or to vote at a meeting of stockholders shall apply to any adjournment\nof the meeting; provided, however, that the Board of Directors may fix a new\nrecord date for the adjourned meeting.\n\n         In order that the Corporation may determine the stockholders entitled\nto receive payment of any dividend or other distribution or allotment of any\nrights or the stockholders entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock, or for the purpose of any other lawful\naction, the Board of Directors may fix a record date, which record date shall\nnot precede the date upon which the resolution fixing the record date is\nadopted, and which record date shall be not more than sixty days prior to such\naction. If no record date is fixed, the record date for determining stockholders\nfor any such purpose shall be at the close of business on the day on which the\nBoard of Directors adopts the resolution relating thereto.\n\n         Section 1.10. Advance Notice of Stockholder Proposals.\n\n                  (a)      Annual Meetings of Stockholders.\n\n                           (1) Nominations of persons for election as directors\n         and the proposal of matters to be considered and voted on by the\n         stockholders at an Annual Meeting of Stockholders made be made only (i)\n         by or at the direction of the Board of Directors, or (ii) by any\n         stockholder of the Corporation who was a stockholder of record at the\n         time of giving the notice required by this Section and who shall be\n         entitled to vote at the meeting (or a duly authorized proxy therefor)\n         and who complies with the notice procedures set forth in this Section.\n\n                           (2) For nominations or other proposals to be properly\n         brought before an Annual Meeting of Stockholders by a stockholder\n         pursuant to paragraph (a)(1) of this Section, the stockholder must have\n         given timely notice thereof (including the information required hereby)\n         in writing to the Secretary of the Corporation and any such proposal\n         must otherwise be a proper matter for stockholder action. To be timely,\n         a stockholder's notice shall be delivered to the Secretary at the\n         principal executive offices of the Corporation not later than the close\n         of business on the 90th calendar day nor earlier than the close of\n         business on the 120th calendar day prior to the first anniversary of\n         the preceding year's annual meeting; provided, however, that in the\n         event that the date of the annual meeting is more than 30 calendar days\n         before or more than 60 calendar days after such anniversary date,\n         notice by the stockholder to be timely must be so delivered not\n\n\n                                      -4-\n   5\n\n         earlier than the close of business on the 120th calendar day prior to\n         such annual meeting and not later than the close of business on the\n         later of the 90th calendar day prior to such annual meeting or the 10th\n         calendar day following the calendar day on which public announcement of\n         the date of such meeting is first made by the Corporation. In no event\n         shall the public announcement of an adjournment of an annual meeting\n         commence a new time period for the giving of a stockholder's notice of\n         a nomination or proposed action as described above. Such stockholder's\n         notice shall set forth: (a) as to each person whom the stockholder\n         proposes to nominate for election or reelection as a director, all\n         information relating to such person that is required to be disclosed in\n         solicitations of proxies for election of directors in an election\n         contest, or is otherwise required, in each case pursuant to Regulation\n         14A under the Securities Exchange Act of 1934, as amended (the\n         \"Exchange Act\"), and Rule 14a-11 thereunder (or any successor\n         provision of law), including such person's written consent to being\n         named as a nominee and to serving as a director if elected; (b) as to\n         any other business that the stockholder proposes to bring before the\n         meeting, a brief description of the business desired to be brought\n         before the meeting, the reasons for conducting such business at the\n         meeting and any material interest in such business of such stockholder\n         and of any of such stockholder's affiliates (as defined below) and of\n         any person who is the beneficial owner (as defined below), if any, of\n         such stock; and (c) as to the stockholder giving the notice and each\n         beneficial owner, if any, of such stock, the name and address of such\n         stockholder, as they appear on the Corporation's stock ownership\n         records, and the name and address of each beneficial owner of such\n         stock and the class and number of shares of capital stock the\n         Corporation which are owned of record or beneficially by each such\n         person.\n\n                  (b) Special Meetings of Stockholders. Only such business shall\nbe conducted at a special meeting of stockholders as shall have been brought\nbefore the meeting pursuant to the Corporation's notice of meeting under Section\n1.3 of these bylaws. Nominations of persons for election to the Board of\nDirectors at a special meeting of stockholders at which directors are to be\nelected pursuant to the Corporation's notice of meeting may be made only (i) by\nor at the direction of the Board of Directors or (ii) provided that the Board of\nDirectors has determined that directors shall be elected at such meeting, by any\nstockholder of the Corporation who is a stockholder of record at the time of\ngiving the notice required by this Section and who shall be entitled to vote at\nthe meeting (or a duly authorized proxy therefor) and who complies with the\nnotice procedures set forth in this Section. In the event the Corporation calls\na special meeting of stockholders for the purpose of electing one or more\ndirectors to the Board of Directors, for nominations to be properly brought\nbefore the special meeting by a stockholder pursuant to this paragraph, the\nstockholder must give notice thereof containing the information required in the\ncase of a nomination to be made by a stockholder at an annual meeting of\nstockholders by paragraph (a)(2) of this Section to the Secretary of the\nCorporation at the principal executive offices of the Corporation not earlier\nthan the close of business on the 120th calendar day prior to such special\nmeeting and not later than the close of business on the later of the 90th\ncalendar day prior to such special meeting or the 10th calendar day following\nthe day on which public announcement is first made of the date of the special\nmeeting and of the nominees proposed by the Board of Directors to be elected at\nsuch meeting. In no event shall the public announcement\n\n\n                                      -5-\n   6\n\nof an adjournment of a special meeting commence a new time period for the giving\nof a stockholder's notice of a nomination as described above.\n\n                  (c)      General.\n\n                           (1)      Only such persons who are nominated in\n         accordance with the procedures set forth in this Section shall be\n         eligible to serve as directors and only such business shall be\n         conducted at a meeting of stockholders as shall have been brought\n         before the meeting in accordance with the procedures set forth in this\n         Section. Except as otherwise provided by law, the Certificate of\n         Incorporation or these bylaws, the Chairman of the meeting shall have\n         the power and duty to determine whether a nomination or any business\n         proposed to be brought before the meeting was made or proposed, as the\n         case may be, in accordance with the procedures set forth in this\n         Section and, if any proposed nomination or business is not in\n         compliance with this Section, to declare that such defective proposal\n         or nomination shall be disregarded.\n\n                           (2)      For purposes of this Section, \"Affiliate\" in\n         respect of a person shall mean another person who controls, is\n         controlled by or is under common control with such person and the term\n         \"Beneficially owns\" (and variations thereof) shall have the same\n         meaning as when used in Section 13(d) of the Exchange Act and\n         Regulation 13D-G thereunder (or any successor provision of law). For\n         purposes of this Section, \"Public Announcement\" shall mean disclosure\n         in a press release reported by the Dow Jones News Service, Associated\n         Press or comparable national news service or in a document publicly\n         filed by the Corporation with the Securities and Exchange Commission\n         pursuant to Section 13, 14 or 15(d) of the Exchange Act.\n\n                           (3)      Notwithstanding the foregoing provisions of\n         this Section, (i) a stockholder shall also be required to comply with\n         all applicable requirements of the Exchange Act and the rules and\n         regulations thereunder with respect to the matters set forth in this\n         Section and nothing contained herein shall constitute a waiver by the\n         Corporation or any stockholder of compliance therewith and (ii) nothing\n         in this Section shall be deemed to affect any rights (A) of\n         stockholders to request inclusion of proposals in the Corporation's\n         proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any\n         successor provision of law) or (B) of the holders of any series of\n         preferred stock to elect directors in accordance with the provision of\n         an applicable preferred stock designation.\n\n                           (d)      This Section 1.10 may not be amended,\n         modified or repealed except by the affirmative vote of the holders of\n         not less than sixty six and two-thirds percent (66 2\/3%) of the voting\n         power of all outstanding shares of capital stock of the corporation\n         entitled to vote generally in the election of directors, considered for\n         purposes hereof as a single class.\n\n\n                                      -6-\n   7\n\n                                   ARTICLE II\n\n                               Board of Directors\n\n         Section 2.1. Powers; Number; Qualifications. The business and affairs\nof the Corporation shall be managed by or under the direction of the Board of\nDirectors, except as may be otherwise provided in the certificate of\nincorporation. Pursuant to, and as more specifically provided in, the\ncertificate of incorporation, the Board of Directors shall be divided into three\nclasses. Except as may be otherwise provided in the certificate of\nincorporation, the Board of Directors shall consist of not less than two nor\nmore than twenty-one members, the number thereof to be determined from time to\ntime by the Board. Directors need not be stockholders. No person shall be\neligible for election or re-election as a director of the Corporation after his\nor her 70th birthday. In addition, each director shall be obligated to deliver\nto the Board of Directors, or a committee thereof if so designated by the Board,\na letter of resignation from the Board of Directors (such resignation to be\nsubject to acceptance by the Board or such committee) upon any change occurring\nin such director's principal business association prior to normal retirement.\nUpon receipt of a tender of resignation in accordance with the foregoing\nsentence, the Board of Directors or such committee shall determine whether such\nresignation shall be accepted.\n\n         Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies.\nEach director shall hold office until the next election of the class for which\nsuch director shall have been chosen, and until his or her successor is elected\nand qualified or until his or her earlier death, resignation or removal. Any\ndirector may resign at any time upon written notice to the Board of Directors or\nto the President or the Secretary of the Corporation. Such resignation shall\ntake effect at the time specified therein, and unless otherwise specified\ntherein no acceptance of such resignation shall be necessary to make it\neffective. Effective upon and commencing as of the day following the day on\nwhich The Southern Company, a Delaware Corporation (\"Southern\"), and any company\nthat is directly or indirectly controlled by Southern and of which at least a\nmajority of the equity interests therein are directly or indirectly beneficially\nowned by Southern, shall first cease to be the holder, in the aggregate, of at\nleast 33 1\/3% of the then outstanding common stock of the Corporation, no\ndirector may be removed except for cause. A vacancy occurring on the Board of\nDirectors, including, without limitation, a vacancy resulting from an increase\nin the number of directors, may only be filled by a majority of the remaining\ndirectors or by the sole remaining director in office. Any director elected or\nappointed to fill a vacancy shall hold office until the next election of the\nclass of directors of the director which such director replaced, and until and\nhis or her successor is elected and qualified or until his or her earlier death,\nresignation or removal.\n\n\n                                      -7-\n   8\n\n         Section 2.3. Regular Meetings. Regular meetings of the Board of\nDirectors may be held at such places within or without the State of Delaware and\nat such times as the Board may from time to time determine, and if so determined\nnotice thereof need not be given.\n\n         Section 2.4. Special Meetings. Special meetings of the Board of\nDirectors may be held at any time or place within or without the State of\nDelaware whenever called by the Chairman of the Board, if any, by the Vice\nChairman of the Board, if any, by the President or by a majority of the\ndirectors. Reasonable notice thereof shall be given by the person or persons\ncalling the meeting.\n\n         Section 2.5. Participation in Meetings by Conference Telephone\nPermitted. Unless otherwise restricted by the certificate of incorporation or\nthese bylaws, members of the Board of Directors, or any committee designated by\nthe Board, may participate in a meeting of the Board or of such committee, as\nthe case may be, by means of conference telephone or other communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and participation in a meeting pursuant to this by-law shall\nconstitute presence in person at such meeting.\n\n         Section 2.6. Quorum; Vote Required for Action. At all meetings of the\nBoard of Directors a majority of the entire Board shall constitute a quorum for\nthe transaction of business. The vote of a majority of the directors present at\na meeting at which a quorum is present shall be the act of the Board unless the\ncertificate of incorporation or these bylaws shall require a vote of a greater\nnumber. If at any meeting of the Board a quorum shall not be present, the\nmembers of the Board present may adjourn the meeting from time to time until a\nquorum shall be present.\n\n         Section 2.7. Organization. Meetings of the Board of Directors shall be\npresided over by the Chairman of the Board, if any, or in the absence of the\nChairman of the Board by the Vice Chairman of the Board, if any, or in the\nabsence of the Vice Chairman of the Board by the President, or in their absence\nby a chairman chosen at the meeting. The Secretary, or in the absence of the\nSecretary an Assistant Secretary, shall act as secretary of the meeting, but in\nthe absence of the Secretary and any Assistant Secretary the chairman of the\nmeeting may appoint any person to act as secretary of the meeting.\n\n         Section 2.8. Action by Directors Without a Meeting. Any action required\nor permitted to be taken at any meeting of the Board of Directors, or of any\ncommittee thereof, may be taken without a meeting if all members of the Board or\nof such committee, as the case may be, consent thereto in writing or by\nelectronic transmission or transmissions, and the writing or writings or\nelectronic transmission or transmissions are filed with the minutes of\nproceedings of the Board or committee.\n\n         Section 2.9. Compensation of Directors. Unless otherwise restricted by\nthe certificate of incorporation, the Board of Directors shall have the\nauthority to fix the compensation of directors.\n\n\n                                      -8-\n   9\n\n                                  ARTICLE III\n\n                                   Committees\n\n         Section 3.1. Committees. A majority of the Board of Directors may\ndesignate one or more committees, each committee to consist of one or more of\nthe directors of the Corporation. The Board may designate one or more directors\nas alternate members of any committee, who may replace any absent or\ndisqualified member at any meeting of the committee. In the absence or\ndisqualification of a member of a committee, the member or members thereof\npresent at any meeting and not disqualified from voting, whether or not such\nmember or members constitute a quorum, may unanimously appoint another member of\nthe Board to act at the meeting in the place of any such absent or disqualified\nmember. Any such committee, to the extent provided in the resolution of the\nBoard of Directors or in these bylaws, shall have and may exercise all the\npowers and authority of the Board of Directors in the management of the business\nand affairs of the Corporation, and may authorize the seal of the Corporation to\nbe affixed to all papers which may require it; but no such committee shall have\nthe power or authority in reference to the following matters: (i) approving or\nadopting, or recommending to the stockholders, any action or matter expressly\nrequired by law to be submitted to stockholders for approval, (ii) adopting,\namending or repealing these bylaws or (iii) removing or indemnifying or\nadvancing expenses to directors.\n\n         Section 3.2. Committee Rules. Unless the Board of Directors otherwise\nprovides, each committee designated by the Board may adopt, amend and repeal\nrules for the conduct of its business. In the absence of a provision by the\nBoard or a provision in the rules of such committee to the contrary, a majority\nof the entire authorized number of members of such committee shall constitute a\nquorum for the transaction of business, the vote of a majority of the members\npresent at a meeting at the time of such vote if a quorum is then present shall\nbe the act of such committee, and in other respects each committee shall conduct\nits business in the same manner as the Board conducts its business pursuant to\nArticle II of these bylaws.\n\n                                   ARTICLE IV\n\n                                    Officers\n\n         Section 4.1. Officers; Election. As soon as practicable after the\nannual meeting of stockholders in each year, the Board of Directors shall elect\na President and Chief Executive Officer and a Secretary, and it may, if it so\ndetermines, elect from among its members a Chairman of the Board and a Vice\nChairman of the Board. The Board may also elect one or more Vice Presidents, one\nor more Assistant Vice Presidents, one or more Assistant Secretaries, a\nTreasurer and one or more Assistant Treasurers and such other officers as the\nBoard may deem desirable or appropriate and may give any of them such further\ndesignations or alternate titles as it considers desirable. Any number of\noffices may be held by the same person unless the certificate of incorporation\nor these bylaws otherwise provide.\n\n\n                                      -9-\n   10\n\n         Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless\notherwise provided in the resolution of the Board of Directors electing any\nofficer, each officer shall hold office until his or her successor is elected\nand qualified or until his or her earlier death, resignation or removal. Any\nofficer may resign at any time upon written notice to the Board or to the\nPresident or the Secretary of the Corporation. Such resignation shall take\neffect at the time specified therein, and unless otherwise specified therein no\nacceptance of such resignation shall be necessary to make it effective. The\nBoard may remove any officer with or without cause at any time. Any such removal\nshall be without prejudice to the contractual rights of such officer, if any,\nwith the Corporation, but the election of an officer shall not of itself create\ncontractual rights. Any vacancy occurring in any office of the Corporation by\ndeath, resignation, removal or otherwise may be filled by the Board at any\nregular or special meeting.\n\n         Section 4.3. Powers and Duties. The officers of the Corporation shall\nhave such powers, authority and duties in the management of the Corporation as\nshall be stated in these bylaws or in a resolution of the Board of Directors\nwhich is not inconsistent with these bylaws and, to the extent not so stated, as\ngenerally pertain to their respective offices, subject to the control of the\nBoard. The Secretary shall have the duty to record the proceedings of the\nmeetings of the stockholders, the Board of Directors and any committees in a\nbook to be kept for that purpose. The Board may require any officer, agent or\nemployee to give security for the faithful performance of his or her duties.\n\n                                   ARTICLE V\n\n                                     Stock\n\n         Section 5.1. Certificates. Every holder of stock in the Corporation\nshall be entitled to have a certificate signed by or in the name of the\nCorporation by the Chairman or Vice Chairman of the Board of Directors, if any,\nor the President or a Vice President, and by the Treasurer or an Assistant\nTreasurer, or the Secretary or an Assistant Secretary, of the Corporation,\nrepresenting the number of shares of stock in the Corporation owned by such\nholder. If such certificate is manually signed by one officer or manually\ncountersigned by a transfer agent or by a registrar, any other signature on the\ncertificate may be a facsimile. In case any officer, transfer agent or registrar\nwho has signed or whose facsimile signature has been placed upon a certificate\nshall have ceased to be such officer, transfer agent or registrar before such\ncertificate is issued, it may be issued by the Corporation with the same effect\nas if such person were such officer, transfer agent or registrar at the date of\nissue.\n\n         If the Corporation is authorized to issue more than one class of stock\nor more than one series of any class, the powers, designations, preferences and\nrelative, participating, optional or other special rights of each class of stock\nor series thereof and the qualifications, limitations or restrictions of such\npreferences and\/or rights shall be set forth in full or summarized on the face\nor back of the certificate which the Corporation shall issue to represent such\nclass or series of stock, provided that, except as otherwise provided by law, in\nlieu of the foregoing requirements, there may be set forth on the face or back\nof the certificate which the Corporation shall issue to\n\n\n                                      -10-\n   11\n\nrepresent such class or series of stock a statement that the Corporation will\nfurnish without charge to each stockholder who so requests the powers,\ndesignations, preferences and relative, participating, optional or other special\nrights of each class of stock or series thereof and the qualifications,\nlimitations or restrictions of such preferences and\/or rights.\n\n         Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of\nNew Certificates. The Corporation may issue a new certificate of stock in the\nplace of any certificate theretofore issued by it, alleged to have been lost,\nstolen or destroyed, and the Corporation may require the owner of the lost,\nstolen or destroyed certificate, or such owner's legal representative, to give\nthe Corporation a bond sufficient to indemnify it against any claim that may be\nmade against it on account of the alleged loss, theft or destruction of any such\ncertificate or the issuance of such new certificate.\n\n                                   ARTICLE VI\n\n                                 Miscellaneous\n\n         Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be\ndetermined by the Board of Directors.\n\n         Section 6.2. Seal. The Corporation may have a corporate seal which\nshall have the name of the Corporation inscribed thereon and shall be in such\nform as may be approved from time to time by the Board of Directors. The\ncorporate seal may be used by causing it or a facsimile thereof to be impressed\nor affixed or in any other manner reproduced.\n\n         Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors\nand Committees. Whenever notice is required to be given by law or under any\nprovision of the certificate of incorporation or these bylaws, a written waiver\nthereof, signed by the person entitled to notice, or a waiver by electronic\ntransmission by the person entitled to notice, whether before or after the time\nstated therein, shall be deemed equivalent to notice. Attendance of a person at\na meeting shall constitute a waiver of notice of such meeting, except when the\nperson attends a meeting for the express purpose of objecting, at the beginning\nof the meeting, to the transaction of any business because the meeting is not\nlawfully called or convened. Neither the business to be transacted at, nor the\npurpose of, any regular or special meeting of the stockholders, directors or\nmembers of a committee of directors need be specified in any written waiver of\nnotice or any waiver by electronic transmission unless so required by the\ncertificate of incorporation or these bylaws.\n\n         Section 6.4. Indemnification of-Directors, Officers and Employees. The\nCorporation shall indemnify to the full extent permitted by law any person made\nor threatened to be made a party to any action, suit or proceeding, whether\ncivil, criminal, administrative or investigative, by reason of the fact that\nsuch person or such person's testator or intestate is or was a director or\nofficer of the Corporation or serves or served at the request of the Corporation\nany other\n\n\n                                      -11-\n   12\n\nenterprise as a director or officer. Expenses, including attorneys' fees,\nincurred by any such person in defending any such action, suit or proceeding\nshall be paid or reimbursed by the Corporation promptly upon receipt by it of an\nundertaking of or on behalf of such person to repay such amounts if it shall\nultimately be determined that such person is not entitled to be indemnified by\nthe Corporation. The rights provided to any person by this by-law shall be\nenforceable against the Corporation by such person who shall be presumed to have\nrelied upon it in serving or continuing to serve as a director or officer as\nprovided above. No amendment of this by-law shall impair the rights of any\nperson arising at any time with respect to events occurring prior to such\namendment. For purposes of this by-law, the term \"Corporation\" shall include any\npredecessor of the Corporation and any constituent corporation (including any\nconstituent of a constituent) absorbed by the Corporation in a consolidation or\nmerger; the term \"other enterprise,\" shall include any corporation, partnership,\njoint venture, trust or employee benefit plan; service \"at the request of the\nCorporation\" shall include service as a director, officer or employee of the\nCorporation which imposes duties on, or involves services by, such director,\nofficer or employee with respect to an employee benefit plan, its participants\nor beneficiaries; any excise taxes assessed on a person with respect to an\nemployee benefit plan shall be deemed to be indemnifiable expenses; and action\nby a person with respect to an employee benefit plan which such person\nreasonably believes to be in the interest of the participants and beneficiaries\nof such plan shall be deemed to be action not opposed to the best interests of\nthe Corporation.\n\n         Section 6.5. Interested Directors; Quorum. No contract or transaction\nbetween the Corporation and one or more of its directors or officers, or between\nthe Corporation and any other corporation, partnership, association or other\norganization in which one or more of its directors or officers are directors or\nofficers, or have a financial interest, shall be void or voidable solely for\nthis reason, or solely because the director or officer is present at or\nparticipates in the meeting of the Board of Directors or committee thereof which\nauthorizes the contract or transaction, or solely because his or her or their\nvotes are counted for such purpose, if: (1) the material facts as to his or her\nrelationship or interest and as to the contract or transaction are disclosed or\nare known to the Board or the committee, and the Board or committee in good\nfaith authorizes the contract or transaction by the affirmative votes of a\nmajority of the disinterested directors, even though the disinterested directors\nbe less than a quorum; or (2) the material facts as to his or her relationship\nor interest and as to the contract or transaction are disclosed or are known to\nthe stockholders entitled to vote thereon, and the contract or transaction is\nspecifically approved in good faith by vote of the stockholders; or (3) the\ncontract or transaction is fair as to the Corporation as of the time it is\nauthorized, approved or ratified, by the Board, a committee thereof or the\nstockholders. Common or interested directors may be counted in determining the\npresence of a quorum at a meeting of the Board of Directors or of a committee\nwhich authorizes the contract or transaction.\n\n         Section 6.6. Form of Records. Any records maintained by the Corporation\nin the regular course of its business, including its stock ledger, books of\naccount and minute books, may be kept on, or be in the form of, punch cards,\nmagnetic tape, photographs, microphotographs or any other information storage\ndevice, provided that the records so kept can be converted into clearly legible\nform within a reasonable time.\n\n\n                                      -12-\n   13\n\n         Section 6.7. Amendment of Bylaws. Except to the extent provided in the\nCertificate of Incorporation, these bylaws may be amended or repealed, and new\nbylaws adopted, by the Board of Directors, but the stockholders entitled to vote\nmay adopt additional bylaws and may amend or repeal any bylaw whether or not\nadopted by them at a meeting duly called for that purpose. This by-law may not\nbe amended, modified or repealed except by the affirmative vote of the holders\nof not less than sixty six and two-thirds percent (66 2\/3%) of the voting power\nof all outstanding shares of capital stock of the corporation entitled to vote\ngenerally in the election of directors, considered for purposes hereof as a\nsingle class.\n\n\n                                      -13-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8237],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9573,9574],"class_list":["post-41567","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mirant-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41567","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41567"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41567"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41567"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41567"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}