Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.90M
Business-Combination Transaction
2: EX-1.1 Purchase Agreement 29 130K
3: EX-3.1 Certificate of Incorporation 2 17K
4: EX-3.2 By-Laws 7 29K
5: EX-4.1 Indenture 75 343K
6: EX-4.2 First Supplemental Indenture 95 318K
7: EX-4.3 Form of Series A-1 Bond 10 34K
8: EX-4.4 Form of Series B-1 Bond 10 36K
9: EX-4.5 Registration Rights Agreement 24 107K
10: EX-5.1 Opinion re: Legality 2 16K
11: EX-10.1 Power Purchase and Sales Agreement 44 112K
23: EX-10.10 Interconnection Agreement With Wmeco 47 182K
24: EX-10.11 (800) 688 - 1933 59 249K
25: EX-10.12 Purchase and Sales Agreement Wmeco 57 239K
26: EX-10.13 Form of Exchange Agent Agreement 9 39K
12: EX-10.2 Guaranty 10 41K
13: EX-10.3 Consent and Agreement 8 39K
14: EX-10.4 Security Agreement 17 68K
15: EX-10.5 Form of Mortgage 22 87K
16: EX-10.6 Management and Operation Agreement 44 120K
17: EX-10.6(1) (800) 688 - 1933 2 16K
18: EX-10.7 Service Contract 9 36K
19: EX-10.7(1) Renewal of Service Contract 2 17K
20: EX-10.8 Tax Allocation Agreement 8 38K
21: EX-10.8-1 First Amendment to Tax Allocation Agreement 11 41K
22: EX-10.9 (800) 688 - 1933 47 181K
27: EX-12 Ratio of Earnings to Fixed Charges 1 13K
28: EX-23.1 Consent of Arthur Andersen 1 11K
29: EX-23.3 (800) 688 - 1933 2± 15K
30: EX-23.4 Consent of Pa Consulting Services 2± 14K
31: EX-25.1 Form T-1 7 26K
32: EX-99.1 Letter of Transmittal HTML 71K
33: EX-99.2 Notice of Guaranteed Delivery HTML 26K
34: EX-99.3 Brokers Letter HTML 16K
35: EX-99.4 Client Letter HTML 22K
EX-3.2 — By-Laws
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Exhibit 3.2
NORTHEAST GENERATION COMPANY
BY-LAWS
Adopted
January 4, 1999
Amended
June 1, 2000
NORTHEAST GENERATION COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be brought
before the meeting shall be held in each year on the day and at the hour
designated by the Board of Directors.
Section 3. Notice of all annual and special meetings of shareholders,
stating the day, hour and place thereof, shall be given by a written or printed
notice, delivered or sent by mail, at least ten days but not more than sixty
days prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on such
books, unless such shareholder shall waive notice or be in attendance at the
meeting. Notice of a special meeting of shareholders shall state also the
general purpose or purposes of such meeting and no business other than that of
which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at any
meeting of shareholders or any adjournment thereof, such date in any case to be
not earlier than the date such action is taken by the Board of Directors and not
more than seventy days immediately preceding the date of such meeting. In such
case only such shareholders or their legal representatives as shall be
shareholders on the record date so fixed shall be entitled to such notice and to
vote at such meeting or any adjournment thereof, notwithstanding the transfer of
any shares of stock on the books of the Company after any such record date so
fixed.
Section 6. Any action which may be taken at a meeting of shareholders
may be taken by one or more consents in writing, setting forth the action so
taken or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by their
duly authorized attorneys.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the Company
shall be managed by a Board of one Director, if only one Director has been
elected and qualified, provided there is only one shareholder of the Company at
such time. Within these limits, the number of positions on the Board of
Directors for any year shall be the number fixed by resolution of the
shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office until
their successors have been elected and qualified, except that a Director shall
cease to be in office upon his death, resignation, lawful removal or court order
decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may be
removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders of
a majority of the Company's issued and outstanding shares entitled to vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of Shareholders,
for the election of officers and the transaction of other business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and fix
by resolution. Special meetings of the Board may be held at any place upon call
of the Chairman (if there be one) or the President, or, in the event of the
absence or inability of either to act, of a Vice President, or upon call of any
three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally, by
telephone, voice mail or other electronic means, or by mail at his last-known
post office address, at least twenty-four hours prior to the time of the
meeting; provided that any director may waive such notice in writing or by
attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except that no
quorum shall consist of less than two Directors. Notwithstanding the foregoing,
a quorum shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such time. A
number less than a quorum may adjourn from time to time until a quorum is
present. In the event of such an adjournment, notice of the adjourned meeting
shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present at
the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were authorized
at a meeting of the Board of Directors duly called and held for that purpose,
and such resolution, together with the Directors' written approval thereof,
shall be recorded by the Secretary in the minute book of the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications equipment
enabling all Directors participating in the meeting to hear one another, and
participation in a meeting in such manner shall constitute presence in person at
such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President and a Secretary, and, if the Board shall so determine, a Chairman and
a Treasurer, each of whom shall, subject to the provisions of Article IV,
Section 3, hold office until the next annual election of officers and until his
successor shall have been elected and qualified. Any two or more offices may be
held by the same person except that the offices of the President and Secretary
may not be simultaneously held by the same person. The Board shall also elect at
such annual meeting, and may elect at any regular or special meeting, such other
officers as may be required for the prompt and orderly transaction of the
business of the Company, and each such officer shall have such authority and
shall perform such duties as may be assigned to him from time to time by the
Board of Directors. Any vacancy occurring in any office may be filled at any
regular meeting of the Board or at any special meeting of the Board held for
that purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided by
the Board, each officer shall have the powers and perform the duties which by
law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason of
death, resignation, removal (with or without cause) or other reason shall be
filled by the Board of Directors.
ARTICLE V
CHAIRMAN
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of the
shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
PRESIDENT
Section 1. The President shall be responsible for the general
supervision, direction and control of the business and affairs of the Company.
If the Chairman shall be absent or unable to perform the duties of his office,
or if the office of the Chairman shall not have been filled by the Directors,
the President shall preside at meetings of the Board of Directors and of the
stockholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all meetings
of the shareholders and of said Board. He shall record all votes taken at such
meetings. He shall be custodian of all contracts, leases, assignments, deeds and
other instruments in writing and documents not properly belonging to the office
of the Treasurer, and shall perform such additional duties as may be assigned to
him from time to time by the Board of Directors, the Chairman, the President or
by law.
Section 2. The Secretary shall have the custody of the Corporate Seal
of the Company and shall affix the same to all instruments requiring a seal
except as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such additional
duties as may be assigned to them from time to time by the Board of Directors,
the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer, if such office shall be filled by the
Directors, shall have charge of all receipts and disbursements of the Company,
and shall be the custodian of the Company's funds. He shall have full authority
to receive and give receipts for all moneys due and payable to the Company from
any source whatever, and give full discharge for the same, and to endorse
checks, drafts and warrants in its name and on its behalf. He shall sign all
checks, notes, drafts and similar instruments, except as otherwise provided for
the Board of Directors.
Section 2. The Treasurer shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the President or by
law.
Section 3. In the absence of the appointment of a Treasurer by the
Board of Directors, the duties of the Treasurer may be performed by the
Treasurer of Northeast Utilities Service Company, as agent for the Company.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers, if such offices shall be
filled by the Directors, shall perform the duties of the Treasurer if the
Treasurer shall be absent or unable to perform the duties of his office. The
Assistant Treasurers shall perform such additional duties as may be assigned to
them from time to time by the Board of Directors, the President or the
Treasurer.
Section 2. In the absence of the appointment of an Assistant Treasurer
by the Board of Directors, the duties of the Assistant Treasurer may be
performed by the Assistant Treasurer of Northeast Utilities Service Company, as
agent for the Company.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees shall
have and may exercise all such authority of the Board of Directors as shall be
provided in such resolution, subject to those powers expressly reserved to the
Board of Directors under Connecticut law. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at
any meeting of such committee which such member is unable to attend. Each
alternate shall have, during his attendance at a meeting of such committee, all
the rights and obligations of a regular member thereof. Any vacancy on any such
committee or among alternate members thereof may be filled by the Board of
Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board of
Directors called for the purpose.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 12/6/01 | | | | | | | None on these Dates |
| | 6/1/00 | | 1 |
| | 1/4/99 | | 1 |
| List all Filings |
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