-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SN5zTcFR1QxLq9SPYn7V+hmiMnnH+Ghy4eEzGEl0FFbVmRDDTWZ5DsR4ED7xgE4h UhLgIn9clBNAFrCjDyU48g== 0000071297-96-000063.txt : 19960829 0000071297-96-000063.hdr.sgml : 19960829 ACCESSION NUMBER: 0000071297-96-000063 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960828 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08803 FILM NUMBER: 96622143 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 35-CERT 1 File No. 70-8803 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY GRANITE STATE ENERGY, INC. In accordance with the order of the Securities and Exchange Commission dated May 23, 1996, the following is a report for the second quarter of 1996: 1. Granite State Energy, Inc. (GS Energy), a New Hampshire Corporation was formed on April 22, 1996. The corporation was capitalized on June 21, 1996, when one thousand shares of GS Energy common stock were issued and sold to New England Electric System (NEES). 2. As of June 30, 1996 NEES had purchased 1,000 shares of GS Energy common stock. 3. As of June 30, 1996 GS Energy employed no permanent personnel. However, the following individuals were assigned on a substantially full-time basis, to perform marketing duties on behalf of GS Energy: Arthur Pearson William O'Brien, III Maureen Kirk Messrs. Pearson, O'Brien, III and Ms. Kirk were employees of New England Power Service Company during the period covered by the filing. 4. During the second quarter of 1996, GS Energy recorded an accrual for revenues associated with kilowatt hours sold but not yet billed. 5. Attached in Exhibits A through C are a balance sheet, income statement, and statement of cash flow for the quarter ended June 30, 1996. Also attached in Exhibits 3(i) and 3(ii) are the Articles of Incorporation and the By-laws respectively. Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this certificate of notification (Commission's File No. 70-8803) to be signed on its behalf by the undersigned officer thereunto duly authorized. By: s/John H. Dickson _________________________ John H. Dickson President Date: August 28, 1996 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at June 30, 1996 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Accumulated Filed Deficit for the quarter ended herewith June 30, 1996 (Unaudited, subject to adjustment) C Statement of Cash Flows for the Filed quarter ended June 30, 1996 herewith (Unaudited, subject to adjustment) 3(i) Certificate of Incorporation of Filed Granite State Energy, Inc. herewith 3(ii) By-laws of Granite State Energy, Inc. Filed herewith EX-99 3 EXHIBIT A Exhibit A GRANITE STATE ENERGY, INC. Balance Sheet As of June 30, 1996 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $1,000 Unbilled Revenue 3,300 Tax Benefit Receivable 58 ------ Total Assets $4,358 ====== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable to associated companies $3,465 Parent Company's Investment: Common stock, par value $1 per share 1,000 Accumulated Deficit (107) ------ 893 ------ Total Liabilities and Parent Company's Investment $4,358 ====== EX-99 4 EXHIBIT B Exhibit B GRANITE STATE ENERGY, INC. Statement of Income and Accumulated Deficit For the Quarter ended June 30, 1996 (Unaudited, Subject to Adjustment) INCOME Operating Revenue $3,300 ------ EXPENSE Purchased Electric Energy 3,465 Federal Income Tax (58) ------ Total Operating Expenses $3,407 ------ Net Loss (107) Retained Earnings at beginning of period 0 ------ Accumulated Deficit at end of period ($107) ====== EX-99 5 EXHIBIT C Exhibit C GRANITE STATE ENERGY, INC. Statement of Cash Flows For the Quarter Ended June 30, 1996 (Unaudited, Subject to Adjustment) Operating Activities: Net Loss ($107) Adjustments to reconcile net loss to net cash provided by operating activities: Increase in unbilled revenue (3,300) Increase in tax benefit receivable (58) Increase in accounts payable 3,465 ------- Net cash provided by operating activities 0 Financing Activities: Issue of common stock 1,000 ------ Net cash provided by financing activities 1,000 Net increase in cash and cash equivalents 1,000 Cash and cash equivalents at beginning of period 0 ------ Cash and cash equivalents at end of period $1,000 ====== EX-3.(I) 6 EXHIBIT 3(I) Exhibit 3(i) State of New Hampshire Department of State CERTIFICATE OF INCORPORATION OF GRANITE STATE ENERGY, INC. The undersigned, as Deputy Secretary of State of the State of New Hampshire, hereby certifies that Articles of Incorporation for the incorporation of GRANITE STATE ENERGY, INC., duly signed pursuant to the provisions of the New Hampshire Business Corporation Act, have been received in this office. ACCORDINGLY the undersigned, as such Deputy Secretary of State, and by virtue of the authority vested in him by law, hereby issues this Certificate of Incorporation of GRANITE STATE ENERGY, INC. and attaches hereto a copy of the Articles of Incorporation. IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the Seal of the State of New Hampshire, this 22nd day of April A.D. 1996 [SEAL OF THE STATE OF NEW HAMPSHIRE APPEARS HERE] s/Robert P. Ambrose Robert P. Ambrose Deputy Secretary of State ARTICLES OF INCORPORATION OF GRANITE STATE ENERGY, INC. The undersigned, acting as incorporator of a corporation under the New Hampshire Business Corporation Act (RSA Chapter 293-A), adopts the following Articles of Incorporation for such corporation: ARTICLE I --------- The name of the Corporation is Granite State Energy, Inc. ARTICLE II ---------- The street address of the Corporation's initial registered office is 4 Park Street, Concord, New Hampshire 03301, and the name of its initial registered agent is New England Power Company. ARTICLE III ----------- The corporation is empowered to transact any and all lawful business for which a corporation may be incorporated under New Hampshire RSA Chapter 293-A. The principal purpose for which the corporation is organized is to provide a range of energy and related services, including but not limited to, sales of electric energy, audits, power quality, fuel supply, repair, maintenance, construction, design, engineering, and consulting. ARTICLE IV ---------- The number of shares of capital stock that the Corporation is authorized to issue is 1,000 having a par value of $1.00 per share. The capital stock of the Corporation shall be sold or offered within the meaning of the New Hampshire Uniform Securities Act (RSA Chapter 421-B). ARTICLE V --------- No Director or officer shall be liable to the Corporation or any shareholder for money damages for any action taken, or any failure to take any action, except liability for: 1. The amount of a financial benefit received by a Director or officer to which the Director or officer is not entitled; 2. An intentional infliction of harm on the Corporation or shareholders; 3. A violation of RSA 293-A:8.33; or 4. An intentional violation of criminal law. If the New Hampshire Business Corporation Act, or any successor statute, is amended after the filing of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of the Directors or officers of the Corporation, then the liability of the Directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by such amendment. Any repeal or modification of this Article by the shareholders of the Corporation shall not adversely affect any right or protection of a Director or officer of the Corporation existing at the time of such repeal or modification. ARTICLE VI ---------- The name and address of the incorporator is: Gregory A. Hale, 25 Research Drive, Westborough, Massachusetts 01582. Dated: April 22, 1996 s/Gregory A. Hale Gregory A. Hale, Sole Incorporator Form 11-A ADDENDUM TO ARTICLES OF INCORPORATION OF GRANITE STATE ENERGY, INC. STATEMENT PURSUANT TO NH RSA 421-B:13 I-a (a) APPLICANT NAME: Granite State Energy, Inc. BUSINESS ADDRESS: 4 Park Street Concord, NH 03301 TELEPHONE NUMBER: (603) 225-5528 I(we) am(are) aware that the Uniform Securities Act of the State of New Hampshire (RSA 421-B) exempts from registration up to ten (10) sales of a corporation's securities, for a corporation newly formed or to be formed, provided that sales are consummated within 30 days after commencement of business by the issuer (RSA 421-B:17 II (k)). ITEM A ------ If the corporation will be in compliance with RSA 421-B:17 II (k), the above statute, all incorporators must initial on the lines provided in this item, then proceed to Certification, otherwise you must complete Item B. Initials: GAH ITEM B ------ Please complete the appropriate section (for assistance, please call Bureau of Securities Regulations at 271-1463): 1) If the corporation has or will be registering its securities for sale in the State of New Hampshire, enter the date the registration statement was or will be filed with the Bureau of Securities Regulation: OR 2) If the corporation will not be registering its securities for sale in the State of New Hampshire, enter the exemption claimed for sale of the corporation's securities: CERTIFICATION-------MUST BE COMPLETED AND NOTARIZED-------CERTIFICATION I(we) certify that the person(s) signing this form includes all the incorporators, and that the foregoing is true and complete to the best of my(our) knowledge. We further certify that the articles of incorporation state whether the capital stock will be sold or offered for sale within the meaning of RSA 421-B. Signature: s/Gregory A. Hale Signature: ____________________ ___________________ Gregory A. Hale Signature: ___________________ Signature: ____________________ STATE OF MASSACHUSETTS COUNTY OF WORCESTER Subscribed and sworn to before me this 22 day of April, 1996. s/Paula Nicholson _____________________________________ My commission expires: June 30, 2000 ********************ORIGINAL MUST BE FILED******************** 11/92 NEW HAMPSHIRE DEPARTMENT OF STATE Enclosed is the certificate of incorporation that signifies the beginning of your corporation's existence. Your corporation is required to file an annual report beginning the year after the incorporation (unless incorporation was on or after Dec. 1). Due with the annual report will be a report fee of $100.00. A late fee of $50 must be paid for reports filed after April 15. THE CORPORATION DIVISION SENDS ANNUAL REPORT FORMS IN JANUARY OF EACH YEAR TO THE CORPORATION OR AN ADDRESS YOU SPECIFY. HOWEVER, IT IS THE RESPONSIBILITY OF THE CORPORATION TO OBTAIN A REPORT FOR FILING. IF YOU DO NOT RECEIVE A REPORT FORM, YOU SHOULD CONTACT THE CORPORATION DIVISION TO REQUEST ONE. (Tel. 603-271-3244) If you wish to change your corporation's name, number of authorized shares, or other provisions in the articles of incorporation, you should file articles of amendment with our office. The fee is $35. You must also file a Form 9 with us if your registered agent or registered office changes (fee $15). Forms and information to dissolve the corporation are available upon request. Corporations that do not file annual reports and/or pay fees for two years are automatically dissolved. Feel free to contact the Corporation Division for any further information on requirements or our procedures. _____________________________________ IMPORTANT BULLETIN ON BUSINESS PROFITS TAX (RSA 77-A) from the N.H. Department of Revenue Administration WHO: All businesses organized for gain or profit conducting business activity within this state, including Foreign Sales Corporations (FSC), must file a N.H. Business Profits Tax return. Exemption from filing is allowed if the organization is expressly exempt from taxation under the U.S. Internal Revenue Code (1986) or if the gross annual business income does not exceed $50,000. "Gross business income" means all income for federal income tax purposes from whatever sources derived in the conduct of business activity before any consideration is given to allowances or deduction for cost of sales, operations or expenses. WHEN: The Business Profits Tax return is generally due on the same date as the Federal Income Tax return. WHERE: Your return should be sent to the N.H. Department of Revenue Administration, Document Processing Division, P.O. Box 637, Concord, NH 03302-0637. All questions concerning the application of this tax should be referred to: Taxpayer Assistance, P.O. Box 457, Concord, NH 03302-0457. The telephone number is (603) 271-2191. To obtain tax forms, call (603) 271-2192. _____________________________________ IMPORTANT INFORMATION ON BUSINESS ENTERPRISE TAX (RSA 77-E) from the N.H. Department of Revenue Administration WHO: All business enterprises which carry on business activity in New Hampshire whether for profit or not may be subject to Business Enterprise Tax. All business enterprises must file except enterprises which have gross receipts of less than $100,000 or an "enterprise value tax base" of $50,000 or less. Gross receipts includes all income from whatever sources derived in the conduct of business activity before any consideration is given to allowances or deductions for cost of sales, operations or expenses. "Enterprise value tax base" is the sum of compensation, dividends and interest paid or accrued. WHEN: The Business Enterprise Tax return is due on the same date as the Federal Income Tax return or the fifteenth day of the third month after the close of the tax year for corporations or the fifteenth day of the fourth month for other business enterprises. WHERE: Your return should be sent to the N.H. Department of Revenue Administration, Document Processing Division, P.O. Box 637, Concord, NH 03302-0637. All questions concerning the application of this tax should be referred to: Taxpayer Assistance, P.O. Box 457, Concord, NH 03302-0457. The telephone number is (603) 271-2191. To obtain tax forms, call (603) 271-2192. 1/95 EX-3.(II) 7 EXHIBIT 3(II) Exhibit 3(ii) B Y - L A W S OF GRANITE STATE ENERGY, INC. ARTICLE I STOCKHOLDERS Section 1. Common Stock. The capital stock of the corporation shall consist of common stock of the par value of one dollar. Each share of common stock shall be equal to every other share thereof in every respect. Section 2. Annual Meeting. The annual meeting of stockholders shall be held at the office of the corporation New Hampshire, or at such other place as the president or a majority of the directors may designate, on the fourth Friday of March, in each year, if it be not a legal holiday, and if it be a legal holiday, then on the next succeeding day not a legal holiday. Purposes for which the annual meeting is to be held additional to those prescribed by law, by the articles of incorporation, and by these by-laws may be specified by the board of directors or by writing signed by the president or by a majority of the directors or by one or more stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock. If such annual meeting is omitted on the day herein provided therefor, a special meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting. Section 3. Special Meetings. Special meetings of the stockholders may be called to be held anywhere within or without New Hampshire by the president, the treasurer, or by a majority of the directors, and shall be called by the secretary, or in case of the death, absence, incapacity or refusal of the secretary, by any other officer of the corporation, upon written application of one or more stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock entitled to vote at the meeting, stating the time, place and purpose of the meeting. No business shall be transacted at a special meeting except as is included within the notice of said meeting. Section 4. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all the stockholders consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting. Section 5. Notice of Meetings. A written or printed notice of each meeting of stockholders, stating the place, day and hour thereof and the purposes for which the meeting is called, shall be given by the secretary, not less than seven days before such meeting to each stockholder entitled to vote thereat by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. In the absence or disability of the secretary, such notice may be given by a person designated either by the secretary or by the person or persons calling the meeting or by the board of directors. Meetings may be held without notice provided all stockholders entitled to vote thereat shall sign, either before or after the time stated in the notice, a written waiver of notice. Section 6. Quorum. At any meeting of the stockholders, a majority of all stock issued and outstanding and entitled to vote upon a question to be considered at the meeting shall constitute a quorum for the consideration of such question. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. 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. When a quorum is present at any meeting, a majority of the stock represented thereat and entitled to vote shall, except where a larger vote is required by law, by the articles of incorporation, or by these by-laws, decide any question brought before such meeting. Section 7. Proxies and Voting. Stockholders who are entitled to vote shall have one vote for each share of stock owned by them. Stockholders may vote either in person or by proxy in writing dated not more than six months before the meeting named therein, which shall be filed with the secretary before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy, nor in any event after the final adjournment of such meeting. ARTICLE II DIRECTORS Section 1. Powers. The board of directors shall have, and may exercise all the powers of the corporation, except such as are conferred upon the stockholders by law, by the articles of incorporation, and by these by-laws. Section 2. Election. A board of not less than one nor more than nine directors shall be chosen at the annual meeting of stockholders or at the special meeting held in place thereof. The number of directors for each corporate year shall be fixed by vote at the meeting at which they are elected but the stockholders or the board of directors may, at any regular or special meeting held for the purpose during any such year, increase or decrease (within the limit above specified) the number of directors to the number so fixed. No director need be a stockholder. Subject to law, to the articles of incorporation, and to the other provisions of these by-laws, each director shall hold office until the next annual meeting and until his successor is chosen and qualified. Section 3. Regular Meetings. Regular meetings of the board of directors may be held at such places and at such times as the board may by vote from time to time determine, and if so determined, no notice thereof need be given. Section 4. Special Meetings. Special meetings of the board of directors may be held at any time and at any place when called by the president, treasurer, or two or more directors, reasonable notice thereof being given to each director, or at any time without call or formal notice, provided all the directors are present or waive notice thereof by a writing which is filed with the records of the meeting. In any case it shall be deemed sufficient notice to a director to send notice by mail or telegram at least forty-eight hours before the meeting addressed to him at his usual or last known business or residence address. Section 5. Consent in Lieu of Director's Meetings. Any action required or permitted to be taken at any meeting of the board of directors may be taken at any meeting of the board of directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting. Section 6. Telephonic or Similar Directors' Meetings. Members of the board of directors may participate in any regular or special meeting of the board of directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting in such a manner shall constitute presence in person at such a meeting. Section 7. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business, but a less number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members in attendance thereat shall decide any question brought before such meeting. Section 8. Committees. Standing or temporary committees may be appointed from its own number by the board of directors from time to time, with such duties and powers as may be prescribed by vote of the board of directors. Section 9. Removals. The stockholders may at any special meeting called for the purpose, by vote of a majority of the capital stock issued, remove from office any director, with or without cause, and elect his successor. Section 10. Vacancies. If the office of any director is vacant for any reason, including an increase in the number of directors, the remaining directors, though less than a quorum, may elect a successor or successors who shall hold office for the unexpired term. If, for any reason, the remaining directors do not elect such successor or successors, the stockholders may elect such successor or successors. ARTICLE III OFFICERS AND AGENTS Section 1. Election and Appointment. The officers shall be a president, a secretary, a treasurer, and such other officers and agents as the board of directors may in their discretion appoint. The president and each other officer shall be elected annually by the board of directors after its election by the stockholders. So far as is permitted by law, any two or more offices may be filled by the same person. Subject to law, to the articles of incorporation, and to the other provisions of these by-laws, the president and each other officer shall hold office until the first meeting of directors after the next annual meeting of stockholders and until his successor is chosen and qualified unless sooner removed by vote of the board of directors. Each officer shall, subject to these by-laws, have in addition to the duties and powers herein set forth such duties and powers as the board of directors shall from time to time designate. Section 2. President and Vice Presidents. Except as otherwise determined by the board of directors, the president shall be the chief executive officer of the corporation and shall preside at all meetings of the stockholders and of the board of directors at which he is present. The president shall have custody of the treasurer's bond. Any vice presidents shall have such powers as the board of directors shall from time to time designate. Section 3. Secretary. The secretary shall keep an accurate record of the proceedings of all meetings of the stockholders and of the board of directors in books provided for the purpose, which books shall be kept at the principal office of the corporation and shall be open at all reasonable times to the inspection of any stockholder. In the absence of the secretary at any meeting of the stockholders or the board of directors, the proceedings of such meeting shall be recorded by an assistant secretary, or if there be none or he is absent, by a temporary secretary chosen at the meeting. The secretary and any such assistant secretary shall be sworn. Section 4. Treasurer and Assistant Treasurer. The treasurer shall, subject to the direction and under the supervision of the board of directors, have general charge of the financial concerns of the corporation and the care and custody of the funds and valuable papers of the corporation, except his own bond, and he shall have power to endorse for deposit or collection all notes, checks, drafts, and other obligations payable to the corporation or its order, and to accept drafts on behalf of the corporation. He shall keep, or cause to be kept accurate books of account, which shall be the property of the corporation. If required by the board of directors he shall give bond for the faithful performance of his duty in such form, in such sum, and with such sureties as the board of directors may require. Any assistant treasurer shall have such powers as the board of directors shall from time to time designate. Section 5. Removals. The board of directors may, by vote of a majority of their entire number as fixed by the stockholders, remove from office any officer or agent of the corporation with or without cause. Section 6. Vacancies. If the office of any officer or agent, one or more, becomes vacant by reason of death, resignation, removal, disqualification, or otherwise, the directors may choose by a majority vote of their entire number, a successor or successors, who shall hold office for the unexpired term, subject to the provisions of Section 5 of this Article III. ARTICLE IV TRANSACTIONS OF INTERESTED OFFICERS OR DIRECTORS No director or officer of this corporation shall be disqualified by his office from dealing or contracting with this corporation as a vendor, purchaser, or otherwise, and no transaction or contract of this corporation shall be void or voidable by reason of the fact that any director or officer of this corporation or any firm of which any such director or officer is a member or employee or any corporation of which any officer is a member or employee or employee or any corporation of which any such director or officer is a shareholder, officer, director, or employee, is in any way interested in such transaction or contract, provided that, after such interest shall have been disclosed, such transaction or contract is or shall be authorized, ratified, or approved either (1) by vote of a majority of the Board of Directors, exclusive of any director or officer so interested in such transaction or contract, any director or officer who is a member or employee of a firm so interested in such transaction or contract, and any director or officer who is a shareholder, officer, director, or employee of a corporation so interested in such transaction or contract; or (2) by the written consent, or by a vote at a stockholders' meeting, of the holders of record of a majority of all the outstanding shares of stock of this corporation entitled to vote. No director or officer of this corporation shall be liable to account to this corporation for any profits realized by or 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 employee or any corporation of which he is a shareholder, officer, director, or employee was interested in such transaction or contract. Nothing herein contained shall create liability in the events above described or prevent the authorization, ratification or approval of such contracts or transactions in any other manner provided by law. ARTICLE V INDEMNIFICATION Section 1. General. The corporation shall indemnify each of its directors and officers, as defined in the last Section of this Article, against any loss, liability, or expense, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, imposed upon or reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director or officer, except with respect to any matter as to which he shall have been adjudicated in such action, suit, or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, (a) by a disinterested majority of the directors then in office, (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or (c) by the vote, at a meeting duly called and held, of the holders of a majority of the stock outstanding and entitled to vote thereon, exclusive of any stock owned by any interested director or office. Section 2. Books and Reports. In discharging his duties any such director or officer, when acting in good faith, shall be fully protected in relying upon the books of account of the corporation or of another organization in which he serves as contemplated by this Article, reports made to the corporation or to such other organization by any of its officers or employees or by counsel, accountants, appraisers, or other experts or consultants selected with reasonable care by the board of directors of the corporation or similar governing body of such other organization, or upon other records of the corporation or of such other organization. Section 3. Regulatory Orders. No director or officer, as defined in the last Section of this Article, shall be liable for any act, omission, step, or conduct taken or had in good faith, which (whether by condition or otherwise) is required, authorized or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any other Federal statute or any state statute regulating the corporation or a subsidiary, if any, by reason of their being part of a public utility holding company system, or a marketer of energy and related services or by reason of their activities as such, or any amendments to any thereof. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this Section described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this Section are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer shall be reimbursed for, or indemnified against, all loss, liability, and expense incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this Section described; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provide unless such compromise shall be approved as in the best interest of the corporation as heretofore provided in this Article. Such loss, liability, and expense shall include, but not be limited to, judgments, court costs, and attorney's fees. Section 4. Advance of Expenses. Expenses incurred with respect to any action, suit, or proceeding heretofore referred to in this Article may be advanced by the corporation prior to the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification. Section 5. Rights not Exclusive. The rights of indemnification hereby provided shall not be exclusive of or affect any other right to which any director or officer may be entitled and such rights shall inure to the benefit of its or his successors, heirs, executors, administrators, and other legal representatives. Section 6. Definitions. As used in this Article, the terms "director" and "officer" are the directors and officers elected and appointed by the stockholders and directors and include persons who serve at the request of the corporation as directors, officers, or trustees of another organization in which the corporation has any direct or indirect interest as a shareholder, creditor or otherwise. An "interested" director or officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this Article shall affect any rights to indemnification to which the corporation personnel other than directors and officers may be entitled by contract or otherwise under law. No amendment to or repeal of this Article shall apply to or have any effect upon the liability, exoneration or indemnification of any director or officer for or with respect to any acts or omissions of the director or officer occurring prior to such amendment or repeal. ARTICLE VI CAPITAL STOCK Section 1. Certificates. Each stockholder shall be entitled to a certificate of the capital stock of the corporation owned by him, in such form as shall in conformity to law, be prescribed from time to time by the board of directors. Such certificate shall be signed by the president or a vice president and by the secretary or an assistant secretary, and shall bear the seal of the corporation. Section 2. Transfer Books; Record Date. The treasurer or such agent or agents as may be employed by the treasurer with the approval of the board of directors shall keep the stock and transfer books of the corporation, and a record of all certificates of stock issued and of all transfers of stock, and a register of all the stockholders, their addresses, and the number of shares held by each, in books provided for that purpose. The board of directors may fix in advance a time, not more than thirty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date the board of directors may for any of such purposes close the transfer books for all or any part of such thirty-day period. The treasurer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. Section 3. Transfer of Shares. Title to a certificate of stock and to the shares represented thereby shall be transferred only by delivery of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a written power of attorney to sell, assign, or transfer the same or the shares represented thereby, properly executed; but the person registered on the books of the corporation as the owner of shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, shall be held liable for such calls and assessments, if any, as may lawfully be made thereon, and except only as may be required by law, may in all respects be treated by the corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the corporation of his post office address. Section 4. Loss of Certificates. In case of the alleged loss or destruction, or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such reasonable terms as the board of directors may prescribe. ARTICLE VII SEAL The seal of the corporation shall, subject to alteration by the board of directors or executive committee, consist of a flat- faced circular die with the words "GRANITE STATE ENERGY, INC. INCORPORATED NEW HAMPSHIRE 1996" cut or engraved thereon. ARTICLE VIII EXECUTION OF PAPERS Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, endorsed, or released by the corporation, shall be signed by the president any vice president, and treasurer, or any assistant treasurer of the corporation. ARTICLE IX FISCAL YEAR Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall be the calendar year. ARTICLE X CORPORATE BOOKS The minutes of the proceedings of the Shareholders and Board of Directors of the corporation shall be kept in the State of New Hampshire. ARTICLE XI AMENDMENTS These by-laws may be amended, altered, or repealed or new by-laws may be adopted at any meeting of the stockholders (or, prior to the issue of the initial capital stock, at any meeting of the Board of Directors), provided notice of the proposed amendment, alteration, or repeal, or adoption is given in the notice of the meeting. -----END PRIVACY-ENHANCED MESSAGE-----