Pre-Effective Amendment to Application or Declaration — Form U-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: U-1/A Pre-Effective Amendment to Application or 59± 262K
Declaration
2: EX-99.1 Ex A-1 Memorandum of Association of Emera 4± 19K
11: EX-99.10 Ex D-5 Ferc Order 9 28K
12: EX-99.11 Ex G-1 Emera's Annual Report 46 256K
13: EX-99.12 Ex K-1 Emera Inc. Group of Companies 2± 15K
3: EX-99.2 Ex A-2 Articles of Association of Emera 42± 170K
4: EX-99.3 Ex A-3 Articles of Organization of Bhe 144 382K
5: EX-99.4 Ex A-4 By-Laws of Bhe 42 83K
6: EX-99.5 Ex A-5 Articles of Bangor Var 9 44K
7: EX-99.6 Ex A-6 Bylaws of Bangor Var 8 21K
8: EX-99.7 Ex A-7 Partnership Agreement 23± 96K
9: EX-99.8 Ex D-2 Order of Maine Public Utilities Commission 17 58K
10: EX-99.9 Ex D-3 Mpuc Certification 1 8K
EX-99.6 — Ex A-6 Bylaws of Bangor Var
| EX-99.6 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT A-6
BY-LAWS
OF
BANGOR VAR CO., INC.
ARTICLE ONE
OFFICES
The principal office of this corporation shall be in the City of Bangor,
Maine, at such place as the Board of Directors may from time to time designate,
and the Company shall have and maintain such other offices as the Board of
Directors may deem expedient.
ARTICLE TWO
STOCKHOLDERS
Section 1. The Annual Meeting of the Stockholders shall be held on the
fourth Tuesday in April of each year, or within sixty days thereafter, upon such
date as the Board of Directors or the President of the Company may designate,
for the election of a Board of Directors and for the transaction of any other
business that may be brought before such meeting. In case of the failure for any
cause to hold such meeting and election on said fourth Tuesday in April or
within sixty days thereafter as above provided, said election may be held at any
special meeting of the stockholders called for the purpose.
Section 2. Written or printed notice stating the place, day, and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten days before the date
of the meeting, either personally or by mail, by or at the direction of the
president, or the clerk, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
Section 3. For the purposes of determining stockholders entitled to notice
of, or to vote at, any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or to make a
determination of shareholders for any other proper purpose, the board of
directors of the corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed sixty days. In lieu of closing the
stock transfer books, the board of directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any event
to be not more than sixty days, and in case of a meeting of stockholders not
less than 24 days prior to the date on which the particular action requiring
such determination of stockholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of stockholders entitled to notice of, or to vote at, a
meeting of stockholders, or of stockholders entitled to receive payment of a
dividend, the date that notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.
Section 4. A majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If less than a majority of such outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 5. At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the clerk of the corporation before or at
the time of the meeting.
Section 6. Subject to the provisions of any applicable law, each
outstanding share entitled to vote shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.
ARTICLE THREE
BOARD OF DIRECTORS
Section 1. The business and affairs of the corporation shall be managed by
its board of directors.
Section 2. The number of directors of the corporation shall be three.
Directors shall be elected at the annual meeting of stockholders, and the term
of office of each director shall be until the next annual meeting of
stockholders and the election and qualification of his successor. Directors need
not be residents of the State of Maine and need not be stockholders of the
corporation.
Section 3. A regular meeting of the board of directors shall be held
without notice other than this bylaw immediately after and at the same place as
the annual meeting of stockholders. The board of directors may provide, by
resolution, the time and place for holding additional regular meetings without
other notice than such resolution. Additional regular meetings shall be held at
the principal office of the corporation in the absence of any designation in the
resolution.
Section 4. Special meetings of the board of directors may be called by or
at the request of the president or any two directors, and shall be held at the
principal office of the corporation or at such other place as the directors may
determine.
Section 5. Notice of any special meeting shall be given at least 48 hours
before the time fixed for the meeting, by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid, not less than three days prior to
the commencement of the above-stated notice period. If notice is given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose, of any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. A majority of the number of directors fixed by these bylaws
shall constitute a quorum for the transaction of business at any meeting of the
board of directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
Section 7. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the board of directors.
Section 8. Any vacancy occurring in the board of directors may be filled by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the board of directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
election at an annual meeting or at a special meeting of stockholders called for
that purpose.
Section 9. By resolution of the board of directors, the directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors, and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 10. A director of the corporation who is present at a meeting of
the board of directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the clerk of the meeting before
the adjournment thereof or shall forward such dissent by registered mail to the
clerk of the corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such
action.
ARTICLE FOUR
OFFICERS
Section l. The officers of the corporation shall be a president, one or
more vice-presidents (the number thereof to be determined by the board of
directors), a clerk and a treasurer, each of whom shall be elected by the board
of directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the board of directors. Any two or more
offices may be held by the same person.
Section 2. The officers of the corporation to be elected by the board of
directors shall be elected annually at the first meeting of the board of
directors held after each annual meeting of the stockholders. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as is convenient. Each officer shall hold office until his successor
has been duly elected and qualifies or until his death or until he resigns or is
removed in the manner hereinafter provided.
Section 3. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the board of directors for the
unexpired portion of the term.
Section 5. The powers and duties of the several officers shall be as
provided from time to time by resolution or other directive of the board of
directors. In the absence of such provisions, the respective officers shall have
the powers and shall discharge the duties customarily and usually held and
performed by like officers of corporations similar in organization and business
purposes to this corporation.
Section 6. The salaries of the officers shall be fixed from time to time by
the board of directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the corporation.
ARTICLE FIVE
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. The board of directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name and on behalf of the corporation, and such authority may
be general or confined to specific instances.
Section 2. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.
Section 3. All checks, drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of the corporation
shall be signed by such officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be determined by resolution of the
board of directors.
Section 4. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositaries as the board of directors may select.
ARTICLE SIX
DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by law.
ARTICLE SEVEN
WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or director
of the corporation under the provisions of these bylaws or under the provisions
of the articles of incorporation or under the provisions of law, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE EIGHT
AMENDMENTS
These bylaws may be altered, amended, or repealed and new bylaws may be
adopted by the board of directors at any regular or special meeting of the
board; provided, however, that the number of directors shall not be increased or
decreased nor shall the provisions of Article Two, concerning the stockholders,
be substantially altered without the prior approval of the stockholders at a
regular or special meeting of the stockholders, or by written consent.
↑Top
Filing Submission 0000898080-01-500013 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 20, 6:39:26.1am ET 