El Paso Electric Company (NYSE:EE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Bylaws.
On July 27, 2017, the board of directors (the “Board”) of El Paso Electric Company (the “Company”) amended and restated the Bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws amended the Company’s existing Bylaws to provide for, among other things, the position of Vice Chairman of the Board (Article V, Section 5), modifications to the compensation of directors (Article III, Section 14), the duties of certain officers (Article V, Sections 4 and 6), and the definition of “Continuing Directors” (Article VII, Section 8), the duties and powers of the person to preside at meetings of the shareholders of the Company and the conduct of such meetings (Article II, Section 13), and other technical, conforming and clarifying changes, including changing references to the Texas Business Organizations Code instead of the Texas Business Corporation Act.
The foregoing description of the changes made in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description of Exhibit |
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3.1 |
Amended and Restated Bylaws of El Paso Electric Company |
EL PASO ELECTRIC CO /TX/ ExhibitEX-3.1 2 exhibit31.htm EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS Exhibit EXHIBIT 3.1AMENDED AND RESTATED BYLAWS OFEL PASO ELECTRIC COMPANYA Texas CorporationBYLAWS OFEL PASO ELECTRIC COMPANYTABLE OF CONTENTS PAGE ARTICLE I OFFICES1 Section 1. REGISTERED OFFICE AND AGENT1 Section 2. OTHER OFFICES1ARTICLE II SHAREHOLDERS1 Section 1. MEETINGS1 Section 2. ANNUAL MEETINGS1 Section 3. SPECIAL MEETINGS1 Section 4. FIXING RECORD DATE2 Section 5. NOTICE OF SHAREHOLDERS’ MEETINGS2 Section 6. VOTING LIST2 Section 7. VOTING SHARES3 Section 8. QUORUM3 Section 9. NOMINATION OF DIRECTORS3 Section 10. PROPOSALS OF SHAREHOLDERS4 Section 11. MAJORITY/PLURALITY VOTE5 Section 12. ACTION BY WRITTEN CONSENT WITHOUT A MEETING5 Section 13. CHAIRMAN OF THE MEETING AND CONDUCT OF MEETINGS5ARTICLE III DIRECTORS7 Section 1. BOARD OF DIRECTORS7 Section 2. NUMBER OF DIRECTORS: ELECTION: TERM: QUALIFICATION8 Section 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS9 Section 4. REMOVAL OF DIRECTORS9 Section 5. MEETINGS9 Section 6. FIRST MEETING9 Section 7. REGULAR MEETINGS10 Section 8. SPECIAL MEETINGS10 Section 9. NOTICES.10 Section 10. QUORUM; MAJORITY VOTE10 Section 11. CONSENT OF DIRECTORS10 Section 12. TELEPHONIC MEETING10 Section 13. COMMITTEES OF DIRECTORS10- i- Section 14. COMPENSATION OF DIRECTORS11 Section 15. RESIGNATION11ARTICLE IV NOTICES12 Section 1. METHOD OF NOTICE12 Section 2. WAIVER OF NOTICE12ARTICLE V OFFICERS12 Section 1. OFFICERS12 Section 2. ELECTION13 Section 3. TERM; REMOVAL; RESIGNATION; VACANCIES; COMPENSATION13 Section 4. CHAIRMAN OF THE BOARD13 Section 5. VICE CHAIRMAN OF THE BOARD13 Section 6. PRESIDENT13 Section 7. VICE PRESIDENTS14 Section 8. SECRETARY AND ASSISTANT SECRETARIES14 Section 9. TREASURER AND ASSISTANT TREASURERS14ARTICLE VI CERTIFICATES AND SHAREHOLDERS15 Section 1. CERTIFICATES OF SHARES15 Section 2. TRANSFER OF SHARES15 Section 3. REGISTERED SHAREHOLDERS16 Section 4. LOST CERTIFICATES16ARTICLE VII INDEMNIFICATION; INSURANCE16 Section 1. INDEMNIFICATION16 Section 2. ADVANCEMENT OR REIMBURSEMENT OF EXPENSES17 Section 3. DETERMINATION OF REQUEST17 Section 4. EFFECT OF CERTAIN PROCEEDINGS18 Section 5. EXPENSES OF ENFORCEMENT OF ARTICLE18 Section 6. INSURANCE AND SELF-INSURANCE ARRANGEMENTS18 Section 7. SEVERABILITY19 Section 8. DEFINITIONS19ARTICLE VIII GENERAL PROVISIONS20 Section 1. DISTRIBUTIONS AND SHARE DIVIDENDS20 Section 2. RESERVES21 Section 3. CONTRACTS21 Section 4. DEPOSITS21 - ii- Section 5. BOOKS AND RECORDS21 Section 6. CHECKS21 Section 7. FISCAL YEAR21 Section 8. SEAL21ARTICLE IX BYLAWS22 Section 1. AMENDMENTS22 Section 2. CONSTRUCTION22 Section 3. TABLE OF CONTENTS: HEADINGS22- iii-AMENDED AND RESTATED BYLAWSOF EL PASO ELECTRIC COMPANYA Texas CorporationPREAMBLEThese Amended and Restated Bylaws (“Bylaws”) are subject to,…To view the full exhibit click here
About El Paso Electric Company (NYSE:EE)
El Paso Electric Company is engaged in the generation, transmission and distribution of electricity in an area of approximately 10,000 square miles in west Texas and southern New Mexico. The Company owns or has ownership interests in several electrical generating facilities providing it with a generating capability of over 2,055 Megawatts. The Company’s energy sources consists of approximately 47% nuclear fuel, 34% natural gas, 6% coal, 13% purchased power and 1% generated by Company-owned solar photovoltaic panels and wind turbines. The Company has power purchase agreements for over 107 Megawatts from solar photovoltaic generation facilities. The Company serves approximately 404,500 residential, commercial, industrial, public authority and wholesale customers. The Company distributes electricity to retail customers principally in El Paso, Texas and Las Cruces, New Mexico. In addition, its wholesale sales include sales for resale to other electric utilities and power marketers.
