OHIO POWER COMPANY CODE OF REGULATIONS (as amended through June 26, 2008)
Exhibit
3(b)
OHIO
POWER COMPANY
______________________________________________________________________________________________________________________
CODE
OF REGULATIONS
(as
amended through June 26, 2008)
CODE
OF REGULATIONS
OF
OHIO
POWER COMPANY
ARTICLE
I
OFFICES
SECTION
1. Principal
Office. The principal office of the corporation shall be
located at 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxx, Xxxx. (As amended
7/10/61)
SECTION
2. Other
Offices. In addition to its principal office, the corporation
may also have offices at such other places within or without the State of Ohio
as the Board of Directors may from time to time determine. (As
amended 7/10/61)
ARTICLE
II
PLACE OF
MEETINGS
Special
meetings of the shareholders and regular and special meetings of the Board of
Directors may be held at any place or places within or without the State of
Ohio.
ARTICLE
III
MEETINGS
OF SHAREHOLDERS
SECTION
1. Annual
Meeting. The annual meeting of the shareholders of the
corporation for the purpose of electing directors and transacting such other
business as may properly come before the meeting shall be held at the principal
office of the corporation on the first Tuesday in May of each year, if not a
legal holiday, but if a legal holiday, then on the next business day
following. (As amended 10/14/81)
Upon due
notice there may also be considered and acted upon at an annual meeting any
matter which could properly be considered and acted upon at a special
meeting.
At the
annual meeting, or any other meeting of the stockholders at which directors are
to be elected, the officers of the corporation shall lay before the shareholders
a statement of profit and loss and a balance sheet containing a summary of the
assets and liabilities, a summary of profits earned, dividends paid and other
changes in the surplus account of the corporation, made up to a date not more
than four months before said meeting, from the date up to which the last
preceding statement, account and balance sheet were made up. A
certificate, signed by the Chairman of the Board, the President or a
Vice-President and by the Treasurer or an Assistant Treasurer, or by a public
accountant or firm of public accountants, shall be appended to such statement of
profit and loss and balance sheet, stating that they are true and correct and
that they exhibit a fair view of the state of the corporation’s affairs
according to its books.
The
officers of the corporation shall, upon the written request of any shareholder
made after notice of any such meeting, forthwith mail to such requesting
shareholder a copy of such statement of profit and loss and balance
sheet.
SECTION
2. Special
Meetings. After notice given pursuant to Section 3, special
meetings of the shareholders may be held at any time upon call of the Chairman
of the Board, the President, a Vice President, the Secretary, an Assistant
Secretary, a majority of the Board of Directors acting with or without a
meeting, or of the persons who hold shares entitling them to exercise
twenty-five percent (25%) of the voting power of all the shares outstanding and
entitled to vote thereat or as provided in the Articles of
Incorporation. Such call shall state the time, place and purposes of
the meeting. (As amended 02/01/80)
SECTION
3. Notice of
Meeting. Notice in writing of each annual or special meeting
of shareholders shall be given by the Secretary or the officer performing his
duties, stating the time and place and the purposes thereof, and a copy of such
notice shall be served upon or mailed to each shareholder of record entitled to
vote or entitled to notice, not more than sixty (60) days nor less than ten (10)
days before any such meeting. If mailed, it shall be directed to a
shareholder at his address as it appears upon the records of the
corporation. (As amended 10/14/81)
All
notices with respect to any shares issued to persons as joint tenants may be
given to whichever of such persons is named first on the books of the
corporation and notice so given shall be sufficient notice to all such
persons.
Every
person who by operation of law, transfer, or by any other means whatsoever shall
become entitled to any share shall be bound by every notice in respect of such
share which previously to the entry of his name and address upon the books of
the corporation as the registered holder of such share shall have been given to
the person from whom he derives the title to such share. In the event
of the transfer of shares after notice has been given and prior to the holding
of the meeting, it shall not be necessary to serve notice upon the
transferee. If any meeting, annual or special, is adjourned to
another time or place, no further notice as to such adjourned meeting need be
given other than by announcement at the meeting at which such adjournment is
taken.
SECTION
4. Waiver of
Notice. Any shareholder, either before or after any meeting,
may waive in writing any notice required to be given by law or under the
Articles or under these regulations; and whenever all of the shareholders
entitled to vote shall meet in person or by proxy, such meeting shall be valid
for all purposes without call or notice, and at such meeting any action may be
taken.
SECTION
5. Record
Date. Closing Books. The Board of Directors may fix
a date not exceeding sixty (60) days preceding the date of any meeting of
shareholders or any dividend payment date or any date for the allotment of
rights as a record date for the termination of the shareholders entitled to
notice of such meeting or to vote thereat or to receive such dividends or rights
as the case may be, and may close the books of the corporation against transfer
of shares during the whole or any part of such period including the time of such
meeting of the shareholders and any adjournments thereof. If the
Board of Directors shall not fix such record dates as aforesaid or close the
books against transfer, the shareholders of record at the close of business on
the 15th day
prior to the date of such meeting for the date fixed to receive a dividend or
right shall be the shareholders entitled to notice of such meeting and entitled
to vote thereat and/or to receive such dividends or rights as the case may
be. (As amended 10/14/81)
At any
meeting of shareholders a list of shareholders entitled to vote, alphabetically
arranged, showing the number and classes of shares held by each on the date
fixed or established for closing the books against transfers or the record date
fixed or established, as provided in this Section, certified by the Secretary of
the corporation, may be produced by such Secretary, and shall be produced on the
request of any shareholder, and such list shall be prima facie evidence of the
ownership of shares and of the right of shareholders to vote at such
meeting.
SECTION
6. Quorum.
At any meeting, the holders of shares entitling them to exercise a majority of
the voting power of the corporation, present in person or represented by proxy,
shall constitute a quorum for all purposes, except as set forth in the Articles
or as otherwise provided by law. At any meeting at which a quorum is
present, all questions and business which shall come before the meeting shall be
determined by the vote of the holders of shares entitling them to exercise a
majority of the voting power of the shares represented by shareholders present
in person or by proxy except when a different proportion is required by law, the
Articles or these regulations. At any meeting, whether a quorum is
present or not, the holders of shares entitling them to exercise a majority of
the voting power of the shares represented by shareholders present in person or
by proxy may adjourn from time to time and from place to place without notice
other than by announcement at the meeting; provided, however, that such
adjournment shall not preclude any class of shareholders from taking any action
which they may be entitled to take pursuant to the provisions of the
Articles.
SECTION
7. Proxies. Any
shareholder of record, entitled to attend a shareholders’ meeting or to vote
thereat or to assent or give consents in writing, may be represented at such
meeting or vote thereat or assent or give consents in writing, as the case may
be, or exercise any other of his rights, by proxy or proxies which, executed as
hereinafter provided, shall be filed with the Secretary of the corporation at or
before such meeting.
The
instrument appointing a proxy shall be in writing and signed by the person
making the appointment. A xxx of a telegram, cablegram, wireless
message or photogram appearing to have been transmitted by a shareholder, or a
photographic, photostatic or other reproduction of a writing appearing to have
been signed by a shareholder, appointing a proxy or proxies, shall be deemed to
be and may be accepted and recognized as a sufficient proxy
writing.
No
appointment of a proxy shall be valid after the expiration of eleven months
after it is made, unless the writing specifies the date on which it is to expire
or the length of time it is to continue in force.
The
person so appointed need not be a shareholder. A vote in accordance
with the terms of a proxy shall be valid notwithstanding the previous death or
incapacity of the principal or revocation of his appointment or the transfer of
shares voted, unless notice in writing of such death, incapacity, revocation or
transfer shall have been received at the office of the corporation at lease
twenty-four hours before the meeting. The presence of a shareholder
at a meeting shall not operate to revoke a proxy given by him unless and until
notice of such revocation is given to the corporation in writing or in open
meeting.
SECTION
8. Inspectors of
Election. The Board of Directors of the corporation may, by
resolution adopted at a meeting of the Board of Directors held in advance of any
meeting of shareholders, appoint three Inspectors of Election to act at such
meeting of shareholders or any adjournment thereof. If Inspectors of
Election are not so appointed, the officer or person acting as chairman of any
such shareholders’ meeting shall make such appointment. In case any
person appointed as an Inspector of Election shall fail or refuse to appear or
to act, the vacancy may be filled by appointment made at the shareholders’
meeting by the officer or person acting as chairman.
The
decision, act or certificate of a majority of the Inspectors of Election shall
be effective in all respects as the decision, act or certificate of
all.
The
Inspectors of Election shall determine the number of shares outstanding, the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the authenticity, validity and effect of proxies, receive votes,
ballots, assents or consents, hear and determine all challenges and questions in
any way arising in connection with the vote, count and tabulate all votes,
assents and consents, determine and announce the result, ad do such acts as may
be proper to conduct the election or vote with fairness to all shareholders of
the corporation.
On
request, the Inspectors of Election shall make a report in writing of any
challenge, question or matter determined by them and make and execute a
certificate of any fact found by them.
Any
certificate of the Inspectors of Election shall be prima facie evidence of the
facts stated therein and of the vote as certified by them.
No
Inspector of Election need be a shareholder of the corporation.
ARTICLE
IV
DIRECTORS
SECTION
1. Number of
Directors. The number of directors of the corporation shall be
ten (10). The number of directors fixed as in this Section provided
may be increased or decreased by the directors at a meeting or by action without
a meeting or by the vote of the shareholders present in person or by proxy at a
meeting to elect directors, entitled to exercise a majority of the voting power
on such proposal of the shares represented at such meeting, and the number of
directors as so changed shall be the number of directors until further changed
in accordance with this Section; provided that the directors shall not increase
the number of directors to more than 15 or decrease the number of directors to
fewer than 5; and provided, further, that no such decrease in the number of
directors shall result in the removal of any incumbent director or shall of
itself have the effect of shortening the term of any incumbent
director. In the event that the directors increase the number of
directors, the directors who are in office may fill any vacancy created
thereby. Any decrease in the number of directors to less than the
number of directors then in office shall become effective upon the resignation,
removal from office, death or expiration of the term of any incumbent director.
(As amended 05/01/84)
SECTION
2. Election of
Directors. The election of directors shall take place at the
annual meeting of shareholders, but if the annual meeting is not held or
directors are not elected thereat or if a class of shareholders become entitled
to the election of directors pursuant to the provisions of the Articles, they
may be elected at a special meeting called and held for that
purpose.
Within
sixty days after his election, each director shall qualify either (a) by
accepting in writing his election as a director, or (b) by acting at a meeting
of the Board of Directors.
SECTION
3. Term of
Office. Subject to the provisions of the Articles, directors
shall hold office for one year and until their successors are chosen and
qualified.
Directors
need not be shareholders of the corporation.
SECTION
4. Vacancies. Subject
to the provisions of the Articles, the remaining directors, though less than a
majority of the whole Board, may by a vote of a majority of this number fill a
vacancy or vacancies in the Board of Directors and any person so elected shall
hold office until an election to fill such vacancy is held. Subject
to the provisions of the Articles shareholders entitled to elect directors shall
have the right to fill a vacancy or vacancies in the Board (whether the same has
been temporarily filled by the remaining directors or not) at any meeting of the
shareholders called for that purpose, and any director elected at any such
meeting of shareholders shall serve until the next annual meeting of
shareholders and until his successor is chosen. (As amended
05/01/84)
Within
the meaning of this section a vacancy or vacancies shall be deemed to exist in
case the shareholders or Board of Directors shall increase the authorized number
of directors but shall fail at the meeting at which such increase is authorized
or an adjournment thereof to elect the additional directors so provided for, or
in case the shareholders or Board of Directors fail at any time to elect the
full number of authorized directors. (As amended 5/1/84)
ARTICLE
V
POWERS
AND MEETINGS OF THE BOARD OF DIRECTORS
SECTION
1. General Powers of
Board. The powers and capacity of the corporation shall be vested in and
its authority shall be exercised, its business and affairs conducted and its
property controlled by the Board of Directors, subject nevertheless to the
Articles and these regulations.
SECTION
2. Other Powers. Without
prejudice to the general powers conferred by or implied in the last preceding
section, the directors, acting as a Board, shall have
power,
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(a)
To fix, define and limit the powers and duties of all
officers;
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(b)
To fix the salaries of all
officers;
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(c)
To appoint, and at their discretion to remove, or suspend, such
subordinate officers, assistants, managers, agents and employees as the
directors may from time to time think fit and to determine their duties
and fix their compensation;
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(d)
To require any officer, agent or employee of the corporation to furnish a
bond for faithful performance in such amount and with such sureties
as they may
approve;
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(e)
To designate a depositary or depositaries of the funds of the corporation
and the officer or officers or other persons who shall be authorized to
sign notes, checks, drafts, contracts, deeds, mortgages, and other
instruments on behalf of the
corporation;
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(f)
To appoint and remove transfer agents and/or registrars for the
corporation's shares;
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(g)
To authorize the payment of compensation to the directors for services to
the corporation, including fees for attendance at meetings of the Board of
Directors, and to determine the amount of such compensation and
fees.
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SECTION
3. Meetings of the Board.
A meeting
of the Board of Directors may be held immediately following the adjournment of
each shareholders' meeting at which directors are elected, and notice of such
meeting need not be given.
The Board
of Directors may, by resolution, provide for other regular meetings of the
Board.
Special
meetings of' the Board of Directors may be held at any time upon call of the
Chairman of the Board, the President, a Vice-President, or any two members of
the Board. (As amended 2/1/80)
Notice in writing of
meetings of the Board of Directors shall be delivered personally to each
director or sent to each director by mail (including electronic mail), telegram, cablegram or radiogram at least two (2) days
prior to the meeting, but such notice may be waived by any director either
before or after the holding thereof. The notice need not specify the
purpose of the meeting. Unless otherwise indicated in the notice
thereof, any business may be transacted at any regular or special
meeting. (As amended
6/26/08)
Meetings
of the Board of Directors may be held at its principal office or at any other
place or places within or without the State of Ohio.
Meetings
of the Board shall be presided over by the Chairman of the Board, or, in his
absence, by the President, or, in the absence of both, by a Vice-President, or,
if none of such officers is present, by a chairman to be elected at the meeting.
The Secretary of the corporation shall act as Secretary of such
meeting if present. In his absence the chairman may appoint a
Secretary. (As amended 2/1/80)
SECTION 4. Quorum. One-third of the Board of Directors shall constitute a
quorum for the transaction of business, provided that whenever less than a
quorum is present at the time and place appointed for any meeting of the Board,
a majority of those present may adjourn the meeting from time to time without
notice other than by announcement at the meeting until a quorum shall be
present. (As amended 6/26/08)
ARTICLE
VI
OFFICERS
SECTION
1. General Provisions.
The Board of Directors, as soon as may be convenient after the election
of directors in each year, shall elect from among their number a Chairman of the
Board and shall also elect a President, one or more Vice Presidents, a Secretary
and a Treasurer and shall, from time to time, elect such other officers as they
may deem proper. The same person may be elected to more than one office. (As
amended 12/19/90)
SECTION
2. Term of Office. The
officers of the corporation shall hold office during the pleasure of the Board
of Directors and unless sooner removed by the Board of Directors, until the
organization meeting of the Board of Directors following the date of their
election or until their successors are chosen and qualified.
The Board
of Directors may remove any officer at any time with or without cause, by a
majority vote.
A vacancy
in any office, however created, shall be filled by the Board of
Directors.
SECTION
3. Duties of
Officers. The officers of the corporation shall have such
duties as usually pertain to their offices, except as modified by the Board of
Directors and shall also have such other powers and duties as may be
conferred or enjoined upon them by the Board of Directors or by
law.
ARTICLE
VII
EXECUTIVE
AND OTHER COMMITTEES
The Board
of Directors may create an executive committee or any other committee or
committees of the Board, and may authorize the delegation to any such committee
of any of the powers of the Board and may define the extent to which such powers
may be delegated.
Any such
committee shall be composed of members of and shall be appointed by the Board of
Directors to serve until otherwise ordered, and any such committee shall act
only in the intervals between meetings of the Board of' Directors and shall be
subject at all times to the control and direction of the Board of
Directors.
Unless
otherwise provided in the regulations or ordered by the Board of Directors, any
such committee may act by a majority of its members at a meeting or by a writing
signed by all its members.
An act,
or authorization of an act, by any such committee within the scope of the power
delegated to it, shall be as effective for all purposes as the act or
authorization of' the Board of Directors.
ARTICLE
VIII
TRANSACTIONS
OF DIRECTORS
A
director of this corporation shall not be disqualified by his office from
dealing or contracting with this corporation either as a vendor, purchaser or
otherwise, nor shall any transaction or contract of this corporation be void or
voidable by reason of the fact that any director or any firm of which any
director is a member or any corporation of which any director is a shareholder
or director, is in any way interested in such transaction or contract, provided
that such transaction or contract is or shall be authorized, ratified or
approved either (1) by a vote of a majority
of a quorum of the Board of Directors without counting in such majority or
quorum any director so interested or member of a firm so interested or a
shareholder or director of a corporation so interested, or (2) by vote at any
stockholders' meeting of the holders of record of shares entitled to exercise a
majority of the voting power of all the outstanding shares of stock of this
corporation entitled to vote or by writing or writings signed by holders of
shares entitled to exercise such a majority of voting power; nor shall any
director be liable to account to this corporation for any profits realized by
him from or through any such transaction, or contract of this corporation
authorized, ratified or approved as aforesaid by reason of the fact that he or
any firm of which he is a member or any corporation of which he is a shareholder
or director, was interested in such transaction or contract. Nothing herein
contained shall create any liability in the events above described or prevent
the authorization, ratification or approval of such contracts in any other
manner provided by law; nor shall anything herein he considered as in any way
affecting the rights of the corporation or of any person interested, on account
of any fraud in connection with any such transaction.
ARTICLE
IX
INDEMNIFICATION
SECTION
1. Actions by Third
Parties. To the fullest extent permitted by law, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding (formal or
informal), whether civil, criminal, administrative, or investigative, including
all appeals (other than an action, suit or proceeding by or in the right of the
corporation) by reason of the fact that such person, such person's testator or
intestate, is or was a director, officer, or employee of the corporation, or of
any subsidiary or affiliate of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, partner, or employee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including attorney's fees), judgments,
decrees, fines (including excise taxes), penalties, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit, or proceeding and all expenses and attorney's fees incurred
in successfully asserting a claim for indemnification pursuant to this Section
1, if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, that such person had
reasonable cause to believe that his or her conduct was unlawful.
SECTION
2. Actions By or in the Right
of the Corporation. To
the fullest extent permitted by law, the corporation shall indemnify any person
who was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action or suit, including all appeals, by or in the right
of the corporation to procure a judgment in its favor, by reason of the fact
that such person, such person's testator or intestate, 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, trustee, officer, partner, or employee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit and all expenses and attorney's fees incurred in successfully
asserting a claim for indemnification pursuant to this Section 2, if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:
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(a)
any claim, issue, or matter as to which such person is finally adjudged to
be liable for negligence or misconduct in the performance of his or her
duty to the corporation unless and only to the extent that the court of
common pleas or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem
proper;
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(b)
any action or suit in which the only liability asserted against a director
is pursuant to Section 1701.95 of the Ohio Revised
Code.
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SECTION
3. Method of Determining Whether
Standards for Indemnification Have Been Met. In any case in which a
director, officer or employee of the corporation (or a representative of the
estate of such director, officer or employee) requests indemnification, upon
such person's request, the Board of Directors shall meet within sixty (60) days
thereof to determine whether such person is eligible for indemnification in
accordance with the standards set forth in Sections 1 and 2 of this Article
IX. Such determination shall be made as follows:
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(a)
by a majority vote of' a quorum consisting of directors who were not and
are not parties to or threatened with the action, suit or proceeding in
respect of which indemnification is sought;
or
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(b)
if the quorum described in division (a) of this Section 3 is not obtainable
or if a majority vote of such quorum so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the corporation, or any person to be indemnified,
within the past five years; or
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(c)
by the shareholders; or
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(d)
by the court of common pleas or the court in which such action, suit or
proceeding was brought; or
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(e) if the person
seeking indemnification is neither a director nor an officer of the
corporation, by the Chairman of the
Board.
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Notification
of any determination made by the disinterested directors under division (a) of
this Section 3 or
by independent legal counsel under division (b) of this Section 3 shall be delivered as
required by the Ohio Revised Code. Notwithstanding the foregoing, a
determination of eligibility for indemnification may be made in any manner
permitted by law.
SECTION
4. Advancement of
Expenses. To the fullest extent permitted by law, the
corporation shall promptly advance expenses, including attorney's fees, as they
are incurred by any person who was or is a party or threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding
(formal or informal), whether civil, criminal, administrative or investigative,
including all appeals and whether by or in the right of the corporation or
otherwise, by reason of the fact that such person, such person's testator or
intestate, is or was a director, officer or employee of the corporation, or of
any subsidiary or affiliate of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, partner, or employee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, upon request of such person and receipt of an undertaking
by or on behalf of such director, officer or employee to repay amounts advanced
to the extent that it is ultimately determined that such person was not eligible
for indemnification in accordance with the standards set forth in Sections 1 and
2 of this Article
IX.
SECTION
5. Contract Rights;
Non-exclusivity of Indemnification; Contractua1 Indemnification. The
foregoing provisions of this Article IX shall be deemed to be a contract between
the corporation and each director, officer or employee of the corporation, or
its subsidiaries or affiliates, and any modification or repeal of this Article
IX or such provisions of the Ohio General Corporation Law shall not diminish any
rights or obligations existing prior to such modification or repeal with respect
to any action or proceeding theretofore or thereafter brought; provided,
however, that the right of indemnification provided in this Article IX shall not
be deemed exclusive of' any other rights to which any director, officer or
employee of the corporation may now be or hereafter become entitled apart from
this Article IX, under any applicable law
including the Ohio General Corporation Law. Irrespective of the
provisions of this Article IX, the Board of Directors may, at any time or from
time to time, approve indemnification of directors, officers, employees or
agents to the full extent permitted by the Ohio General Corporation Law at the
time in effect, whether on account of past or future actions or transactions.
Notwithstanding the foregoing, the corporation shall enter into such additional
contracts providing for indemnification and advancement of expenses with
directors, officers or employees of the corporation or its subsidiaries or
affiliates as the Board of Directors shall authorize, provided that the terms of
any such contract shall be consistent with the provisions of the Ohio General
Corporation Law.
SECTION
6. Miscellaneous
Provisions. As used in this Article IX, the term "employee"
shall include, without limitation, any employee, including any professionally
licensed employee, of the corporation. Such term shall also include,
without limitation, any employee, including any professionally licensed
employee, of a subsidiary or affiliate of the corporation who is acting on
behalf of the corporation.
The
indemnification provided by this Article IX shall be limited with respect to
directors, officers and controlling persons to the extent provided in any
undertaking entered into by the corporation or its subsidiaries or affiliates,
as required by the Securities and Exchange Commission pursuant to any rule or
regulation of the Securities and Exchange Commission now or hereafter in
effect.
The
corporation may purchase and maintain insurance on behalf of any person
described in this Article IX against any liability
which may be asserted against such person whether or not the corporation would
have the power to indemnify such person against such liability under the
provisions of this Article IX or otherwise.
If any
provision of this Article IX shall be found to be invalid or limited in
application by reason of any law, regulation or proceeding, it shall not affect
any other provision or the validity of the remaining provisions
hereof.
The
provisions of this Article IX shall be applicable to claims, actions, suits or
proceedings made, commenced or pending after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof. (As amended 4/21/87)
ARTICLE
X
CERTIFICATES
FOR SHARES
SECTION 1. Form and Execution. The shares of the corporation’s stock may
be certificated or uncertificated, as provided for under Ohio law, and
shall be entered in the books of the corporation and registered as they are
issued. Shares of stock of the corporation may be transferred on the books of
the corporation in the manner provided by law and, except by the order of a
court in some proper proceeding, only upon (i) surrender to the corporation or
its transfer agent of a certificate representing shares, duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, with such proof of the authenticity of the signature as the
corporation or its agents may reasonably require in the case of shares evidenced
by a certificate or certificates or (ii) receipt of transfer instructions from
the registered owner of uncertificated shares reasonably acceptable to the
corporation. In case any officer or officers who shall have
signed or whose facsimile signature or signatures shall have been used, printed
or stamped on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates, when authenticated by the
endorsement thereon of the signature of a transfer agent or registrar, may
nevertheless be adopted and used by the corporation and be issued and delivered
as though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall have been used thereon had not
ceased to be such officer or officers of the corporation.
(As amended 06/26/08)
SECTION
2. Lost, Mutilated
or Destroyed Certificates. If any certificate for shares is
lost, mutilated or destroyed, the Board of Directors may authorize the issue of
a new certificate in place thereof upon such terms and conditions as it may deem
advisable. The Board of Directors in its discretion may refuse to
issue such new certificate, save upon the order of a court having
jurisdiction.
ARTICLE
XI
FISCAL
YEAR
The
fiscal year of the corporation shall end on the thirty-first day of December in
each year, or on such other day as may be fixed from time to time by the Board
of Directors.
ARTICLE
XII
SEAL
The seal
of the corporation shall be circular in form with the words "Ohio Power
Company", and the date "1907" surrounding the words
"Corporate Seal. " If deemed advisable by the Board of Directors,
duplicate seals may be provided and kept for the necessary purposes of the
corporation. (As amended 7/12/54)
ARTICLE
XIII
AMENDMENTS
This Code
of Regulations may be changed, added to, amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal, or without a meeting, by the written consent of holders of record
of shares entitling them to exercise two-thirds (2/3) of the voting power on
such proposal, or by any meeting of the Board of Directors by an affirmative
vote of two-thirds (2/3) of all directors, if notice of the proposed change has
been delivered or mailed to the directors in advance of the meeting, or if all
directors are present, or if all not present assent in writing to such change.
(As amended May 6, 2008)
