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Pepco Holdings Inc – ‘U5B/A’ on 2/13/03 – EX-3

On:  Thursday, 2/13/03, at 9:05am ET   ·   Effective:  2/13/03   ·   Accession #:  1135971-3-59   ·   File #:  30-00359

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  As Of                Filer                Filing    For·On·As Docs:Size

 2/13/03  Pepco Holdings Inc                U5B/A       2/13/03  165:7.4M

Amendment to Registration Statement   —   Form U5B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U5B/A       Amendment No. 1 to Form U5B Registration Statement  HTML    603K 
 2: U5B/A       Amendment No. 1 to Form U5B Registration Statement   PDF    185K 
                          PDF File -- u5b                                        
 8: EX-3        Agreement of Limited Partnership                    HTML     45K 
66: EX-3        Agreement of Limited Partnership                    HTML    196K 
68: EX-3        Agreement of Limited Partnership                    HTML    169K 
69: EX-3        Agreement of Limited Partnership                    HTML    193K 
70: EX-3        Agreement of Limited Partnership                    HTML    216K 
93: EX-3        Agreement of Partnership                            HTML     75K 
10: EX-3        Amended and Restated Agreement of Limited           HTML    285K 
                          Partnership                                            
26: EX-3        Amended and Restated Certificate of Incorporation   HTML     43K 
 7: EX-3        Amended and Restated Certificate of Limited         HTML     42K 
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64: EX-3        Amended and Restated Limited Partnership Agreement  HTML    251K 
67: EX-3        Amendment to Certificate of Limited Partnership     HTML     41K 
71: EX-3        Amendment to Certificate of Limited Partnership     HTML     44K 
73: EX-3        Amendment to Certificate of Limited Partnership     HTML     42K 
53: EX-3        Articles of Incorporation                           HTML     48K 
58: EX-3        Articles of Incorporation                           HTML     40K 
63: EX-3        Articles of Incorporation                           HTML     60K 
80: EX-3        Articles of Incorporation                           HTML     50K 
91: EX-3        Articles of Incorporation                           HTML     52K 
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111: EX-3        Articles of Incorporation                           HTML     86K  
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138: EX-3        Articles of Incorporation                           HTML     56K  
140: EX-3        Articles of Incorporation                           HTML     48K  
142: EX-3        Articles of Incorporation                           HTML     52K  
21: EX-3        Articles of Restatement                             HTML     41K 
34: EX-3        Articles of Restatement                             HTML     42K 
76: EX-3        Articles of Restatement                             HTML     82K 
 5: EX-3        By-Laws                                             HTML     56K 
12: EX-3        By-Laws                                             HTML     56K 
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160: EX-3        By-Laws                                             HTML     56K  
161: EX-3        By-Laws                                             HTML     57K  
17: EX-3        Bylaws                                              HTML     87K 
31: EX-3        Bylaws                                              HTML     87K 
32: EX-3        Bylaws                                              HTML     87K 
117: EX-3        Bylaws                                              HTML     88K  
119: EX-3        Bylaws                                              HTML     88K  
46: EX-3        Certificate of Amendment                            HTML     41K 
163: EX-3        Certificate of Amendment                            HTML     39K  
61: EX-3        Certificate of Amendment of Articles of             HTML     40K 
                          Incorporation                                          
 3: EX-3        Certificate of Amendment of Certificate of          HTML     42K 
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30: EX-3        Certificate of Amendment of Certificate of          HTML     43K 
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62: EX-3        Certificate of Amendment of Incorporation           HTML     47K 
148: EX-3        Certificate of Amendment to Certificate of          HTML     41K  
                          Incorporation                                          
157: EX-3        Certificate of Amendment to Certificate of          HTML     42K  
                          Incorporation                                          
27: EX-3        Certificate of Conversion                           HTML     41K 
37: EX-3        Certificate of Correction                           HTML    107K 
14: EX-3        Certificate of Formation                            HTML     46K 
28: EX-3        Certificate of Formation                            HTML     42K 
40: EX-3        Certificate of Formation                            HTML     41K 
44: EX-3        Certificate of Formation                            HTML     39K 
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100: EX-3        Certificate of Formation                            HTML     71K  
103: EX-3        Certificate of Formation                            HTML     52K  
105: EX-3        Certificate of Formation                            HTML     39K  
113: EX-3        Certificate of Formation                            HTML     41K  
115: EX-3        Certificate of Formation                            HTML     40K  
146: EX-3        Certificate of Formation                            HTML     45K  
152: EX-3        Certificate of Formation                            HTML     41K  
154: EX-3        Certificate of Formation                            HTML     41K  
155: EX-3        Certificate of Formation                            HTML     39K  
164: EX-3        Certificate of Formation                            HTML     39K  
11: EX-3        Certificate of Incorporation                        HTML     46K 
16: EX-3        Certificate of Incorporation                        HTML     44K 
29: EX-3        Certificate of Incorporation                        HTML     44K 
33: EX-3        Certificate of Incorporation                        HTML     44K 
38: EX-3        Certificate of Incorporation                        HTML     44K 
54: EX-3        Certificate of Incorporation                        HTML     52K 
74: EX-3        Certificate of Incorporation                        HTML     45K 
78: EX-3        Certificate of Incorporation                        HTML     48K 
83: EX-3        Certificate of Incorporation                        HTML     51K 
86: EX-3        Certificate of Incorporation                        HTML     67K 
88: EX-3        Certificate of Incorporation                        HTML     43K 
90: EX-3        Certificate of Incorporation                        HTML     45K 
101: EX-3        Certificate of Incorporation                        HTML     46K  
107: EX-3        Certificate of Incorporation                        HTML     44K  
118: EX-3        Certificate of Incorporation                        HTML     44K  
120: EX-3        Certificate of Incorporation                        HTML     56K  
124: EX-3        Certificate of Incorporation                        HTML     74K  
126: EX-3        Certificate of Incorporation                        HTML     53K  
128: EX-3        Certificate of Incorporation                        HTML     47K  
130: EX-3        Certificate of Incorporation                        HTML     42K  
144: EX-3        Certificate of Incorporation                        HTML     45K  
150: EX-3        Certificate of Incorporation                        HTML     49K  
158: EX-3        Certificate of Incorporation                        HTML     49K  
159: EX-3        Certificate of Incorporation                        HTML     52K  
162: EX-3        Certificate of Incorporation                        HTML     45K  
 9: EX-3        Certificate of Limited Partnership                  HTML     41K 
137: EX-3        Certificate of Limited Partnership                  HTML     48K  
65: EX-3        Certificate of Limited Partnership, LLP             HTML     45K 
18: EX-3        Certificate of Merger                               HTML     53K 
19: EX-3        Certificate of Merger                               HTML     42K 
23: EX-3        Certificate to Restore Good Standing; Certificate   HTML     43K 
                          of Amendment                                           
72: EX-3        First Amended and Restated Agreement of Limited     HTML    190K 
                          Partnership                                            
57: EX-3        General Partnership Agreement                       HTML    345K 
97: EX-3        Joint Venture Agreement                             HTML     72K 
13: EX-3        Joint Venture Partnership                           HTML     84K 
41: EX-3        Limited Liability Agreement                         HTML     64K 
45: EX-3        Limited Liability Agreement                         HTML     63K 
153: EX-3        Limited Liability Agreement                         HTML     64K  
56: EX-3        Limited Liability Company Agreement                 HTML     86K 
106: EX-3        Limited Liability Company Agreement                 HTML     64K  
114: EX-3        Limited Liability Company Agreement                 HTML     62K  
151: EX-3        Limited Liability Company Agreement                 HTML     54K  
15: EX-3        Operating Agreement                                 HTML    501K 
48: EX-3        Operating Agreement                                 HTML     56K 
51: EX-3        Operating Agreement                                 HTML     75K 
82: EX-3        Operating Agreement                                 HTML    243K 
99: EX-3        Operating Agreement                                 HTML    222K 
147: EX-3        Operating Agreement                                 HTML    701K  
165: EX-3        Operating Agreement                                 HTML     73K  
94: EX-3        Registration of Trade Names, Partnerships and       HTML     43K 
                          Associations                                           
116: EX-3        Restated and Amended Limited Liability Agreement    HTML     64K  
22: EX-3        Restated Bylaws                                     HTML     97K 
24: EX-3        Restated Bylaws                                     HTML     97K 
35: EX-3        Restated Bylaws                                     HTML     93K 
 4: EX-3        Restated Certificate of Incorporation               HTML     76K 
25: EX-3        Restated Certificate of Incorporation               HTML     54K 
42: EX-3        Restated Certificate of Incorporation               HTML     58K 
20: EX-3        Restated Charter                                    HTML    115K 
36: EX-3        Restated Charter                                    HTML     41K 
 6: EX-3        Second Amended and Restated Certificate of Limited  HTML     43K 
                          Partnership                                            
136: EX-3        Third Amended and Restated Agreement of Limited     HTML    237K  
                          Partnership                                            


EX-3   —   By-Laws


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]


















BY-LAWS


OF

Nextgate, Inc.
(a Delaware Corporation)


May 30, 2000

 

 

NEXTGATE, INC.

BY-LAWS

Article I

OFFICES

                   Section 1.     The registered office of Nextgate, Inc. (hereinafter called the"Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware.

                   Section 2.     The Corporation may also have offices at other places both within and without the State of Delaware.

Article II

MEETING OF SHAREHOLDERS

                   Section 1.     The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directors (hereinafter called the "Board") and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 3 of this Article.

                   Section 2.     A special meeting of the shareholders for any purpose or purposes may be called by the Board, the Chairman of the Board or the President of the Corporation or a shareholder or shareholders holding of record at least a majority of the shares of Common Stock of the Corporation issued and outstanding, such meeting to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof.

                   Section 3.     Any action required by the laws of the State of Delaware to be taken at any annual or special meeting of the shareholders of the Corporation or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders.

Article III

DIRECTORS

                   Section 1.     The Board of Directors of the Corporation shall consist of not less than one and not more than three persons. The Directors need not be shareholders. Each Director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.

                   Section 2.     A majority of the Board shall constitute a quorum for the transaction of business. The acts of a majority of the directors present at a meeting at which a quorum is present shall, except as otherwise provided by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, be the acts of the Board of Directors.

          Section 3.     (a)   Any director may resign at any time by giving written notice of his resignation to the Board. Such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

                               (b)   Any director or the entire Board may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the shareholders pursuant to Section 3 of Article II hereof.

                               (c)   Vacancies in the Board and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

                    Section 4.     a)   As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section of this Article.

                               (b)   Other meetings of the Board shall be held at such times and places as the Board, the Chairman of the Board or the President shall from time to time determine.

                               (c)   The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held. A written waiver of notice, signed by the person entitled thereto whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

                               (d)   The Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof.

                   Section 5.     The Chairman of the Board may be elected from among the members of the Board at its organization meeting and following each annual meeting of shareholders. He shall preside at meetings of the Board and of the shareholders, and shall give counsel and advice to the Board and the officers of the Corporation on all subjects touching the welfare of the Corporation and the conduct of its business. He shall perform such other duties as the Board may from time to time determine. Except as otherwise provided by resolution of the Board, he shall be ex-officio a member of all committees of the Board.

                    Section 6.     Action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

                    Section 7.     Any one or more members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by Means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

                    Section 8.     The Board of Directors may, by resolution or resolutions adopted by not less than the number of directors necessary to constitute a quorum of the Board, designate one or more committees, each such committee to consist of such number of directors as the Board may from time to time determine, which, to the extent provided in said resolution or resolutions, shall have and may exercise such limited authority as the Board may authorize. Such committee or committees shall have such name or names as the Board may from time to time determine. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, any such committee. A majority, or such other number as the Board may designate, of the members of any such committee shall constitute a quorum. Each such committee may make rules for the conduct of its business and fix the time and place of its meetings unless the Board shall otherwise provide.

                    Section 9.     Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE IV

INDEMNIFICATION

                    With respect to a Corporation officer, director or employee, the Corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, claim or proceeding (collectively, a "Suit"), whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification is proper in the circumstances. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability, which may be asserted against him. To the full extent permitted by law, the indemnification provided herein shall include, but not be limited to, expenses (including attorney's fees), judgments, fines and amounts paid in connection with the resolution of a Suit, whether as a result of (i) a final adjudication, (ii) settlement, (iii) summary judgment, (iv) dismissed counts or (v) otherwise. In the manner provided by law, any such expenses shall be paid by the Corporation in advance of the final disposition of such Suit and the repayment of such advancements will be required only if it shall ultimately be determined that the person who received such advance is not entitled to indemnification. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person in the manner and to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The provisions hereof shall be applicable to all Suits made or commenced after the date of incorporation of the Corporation, whether arising from acts or omissions to act occurring before or after such date. The provisions hereof shall be deemed to be a contract between the Corporation and each director, officer or employee who serves in such capacity at any time while the provisions hereof and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any facts or any Suit then or theretofore existing, or any Suit thereafter brought or threatened based in whole or in part on any such facts. If any provision hereof shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof.

Article V

OFFICERS

                    Section 1.     The Board of Directors, as soon as reasonably practicable after the initial election of directors by shareholders in each year, shall elect a President and a Secretary, and from time to time may elect one or more Vice Presidents, a Treasurer, Assistant Secretaries, Assistant Treasurers and other officers, and appoint such other agents, as it may deem desirable. Any two or more offices may be held by the same person.

                    Section 2.     The term of office of all officers shall be until the next succeeding annual election of officers and until their respective successors shall have been elected and qualified; but any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the members of the Board whenever in their judgment the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

                    Section 3.     Subject to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such authority and perform such duties in the management of the property, business and affairs of the Corporation as by custom generally pertain to their respective offices, as well as such authority and duties as from time to time may be conferred by the Board of Directors.


Article VI

CERTIFICATES OF STOCK

                     Section 1.     The shares of the capital stock of the Corporation shall be evidenced by certificates, in such form as the Board of Directors may from time to time prescribe. Such certificates shall be signed by the Chairman of the Board, the President, or a Vice President and by the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation. In case any officer who has signed any such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer had not ceased to hold such office at the time of its issue.

                    Section 2.     The shares of the capital stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof in person or by duly authorized attorney, upon surrender and cancellation of the certificates evidencing such shares, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require.

                    Section 2.     No certificate evidencing shares of the capital stock of the Corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed, except upon production of such evidence of the loss, theft or destruction, and upon such indemnification of the Corporation and its agents by such person or persons and in such manner, as the Board of Directors may from time to time prescribe.

Article VII

CHECKS, NOTES, CONTRACTS, ETC.

                    All checks and drafts on the Corporation's bank accounts, bills of exchange, promissory notes, acceptances, obligations, other instruments for the payment of money, and endorsements other than for deposit in a bank account of the Corporation shall be signed by the Secretary or Treasurer and shall be countersigned by the President or a Vice President, unless otherwise authorized by the Board of Directors; provided that checks drawn on the Corporation's dividend and/or special accounts may bear the manual signature, or the facsimile signature, affixed thereto by a mechanical device, of such officer or agent as the Board of Directors shall authorize.

                    All contracts, bonds and other agreements and undertakings of the Corporation shall be executed by the President, a Vice President, the Secretary or the Treasurer and by such other officer or officers, if any, as may be designated, from time to time, by the Board of Directors and, in the case of any such document required to be under seal, the corporate seal shall be affixed thereto and attested by the Secretary or an Assistant Secretary.

                    Whenever any instrument is required by this Article to be signed by more than one officer of the Corporation, no person shall so sign in more than one capacity.

Article VIII

FISCAL YEAR

                    The fiscal year of the Corporation shall begin on the first day of January of each year and shall end on the thirty-first day of December following.

Article IX

AMENDMENTS

                    Any By-Law (including these By-Laws) may be adopted, amended or repealed by the Board in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation.


Dates Referenced Herein

This ‘U5B/A’ Filing    Date    Other Filings
Filed on / Effective on:2/13/03None on these Dates
5/30/00
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  Exelon Corp.                      10-K       12/31/23  322:89M
 2/14/23  Exelon Corp.                      10-K       12/31/22  279:68M
 8/03/22  Exelon Corp.                      S-3ASR      8/03/22   18:1.5M                                   Toppan Merrill/FA
 2/25/22  Exelon Corp.                      10-K       12/31/21  313:198M
 2/24/21  Exelon Corp.                      10-K       12/31/20  310:85M
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