-32-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONSOLIDATED EDISON, INC.
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
DATE: August 14, 1998 By: JOAN S. FREILICH
Joan S. Freilich
Executive Vice President,
Chief Financial Officer and
Duly Authorized Officer
DATE: August 14, 1998 By: HYMAN SCHOENBLUM
Hyman Schoenblum
Vice President, Controller and
Chief Accounting Officer
BY-LAWS
OF
CONSOLIDATED EDISON, INC.
Effective as of June 23, 1998
SECTION 1. Meetings of the shareholders of the Company may be held at such time
and at such place within or without the State of New York as may be designated
by the Board of Directors or stockholders holding one-fourth of the outstanding
shares entitled to vote at such meeting, except that the annual meeting of
shareholders of the Company for the election of Directors and such other
business as may properly come before such meeting shall be held on the third
Monday in May of each year, unless otherwise determined by the Board of
Directors.
SECTION 2. Notice of the time and place of each shareholders' meeting and the
purpose of the meeting shall be mailed by the Secretary of the Company, or other
officer performing his or her duties, not less than the minimum nor more than
the maximum number of days permitted under New York law, to each shareholder of
record, at his or her last known Post Office address; provided, however, that if
a shareholder be present at a meeting, in person or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice of such meeting, or in
writing waives notice thereof before or after the meeting, the mailing to the
shareholder of notice of the meeting is unnecessary.
SECTION 3. The holders of a majority of the outstanding shares of the Company
entitled to vote at a shareholders' meeting, present in person or by proxy,
shall constitute a quorum, but less than a quorum shall have power to adjourn.
SECTION 4. The Chairman of the Board of Directors, or in his or her absence the
President of the Company, shall preside over each shareholders' meeting as
Chairman of the meeting. In their absence, a Vice President designated by the
Board of Directors shall preside as Chairman of the meeting. The Chairman of the
meeting is authorized to establish such procedures for the conduct of the
meeting, and to make all determinations with respect to the conduct of the
meeting, that the Chairman, in his or her sole discretion, deems appropriate,
including determinations as to whether business was properly brought before the
meeting. If the Chairman of the meeting shall determine, in his or her sole
discretion, that any business was not properly brought before the meeting or was
not in compliance, or conflicts, with the procedures for the conduct of the
meeting, these By-laws, the Company's Certificate of Incorporation or any
applicable law or regulation, then such business shall not be voted upon, or
otherwise considered, at the meeting. The Secretary of the Company shall act as
Secretary of the meeting, if present. In his or her absence, the Chairman of the
meeting may appoint any person to act as Secretary of the meeting.
SECTION 5. A shareholders' meeting may be adjourned by the Chairman of the
meeting, or by the vote of a majority of the shares of the Company that are
represented, in person or by proxy, at the meeting whether or not a quorum is
present.
SECTION 6. At each meeting of shareholders at which votes are to be taken by
ballot there shall be at least two and not more than five inspectors of election
of shareholders' votes, who shall be either designated prior to such meeting by
the Board of Trustees or, in the absence of such designation, appointed by the
Chairman of the meeting.
SECTION 7. Business properly brought before any shareholders' meeting shall
include matters specifically set forth in the Company's notice of the meeting
given to shareholders and matters which the Chairman of the meeting, in his or
her sole discretion, causes to be placed on the agenda of any such meeting. Such
business shall also include any proposal of a shareholder of this Company and
any nomination by a shareholder of a person or persons for election as director
or directors, if such shareholder has made a written request to this Company to
have such proposal or nomination considered at such meeting, as provided herein,
and further provided that such proposal or nomination is otherwise proper for
consideration under the procedures for the conduct of the meeting, these
By-laws, the Company's Certificate of Incorporation or any applicable law or
regulation.
Written notice of any proposal to be presented by any shareholder or any person
to be nominated by any shareholder for election as a Director must be received
by the Secretary of the Company at its principal executive office not less than
70 nor more than 90 days prior to the anniversary date of the previous year's
annual meeting (the anniversary date for the Company's first annual meeting
shall be deemed to be May 19, 1998); provided, however, that if the date of the
annual meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than 80 days prior to the date of the meeting, such notice shall
be given not more than ten days after such date is first so announced or
disclosed. Public notice shall be deemed to have been given more than 80 days in
advance of the annual meeting if the Company shall have previously disclosed, in
these By-laws or otherwise, that the annual meeting in each year is to be held
on a determinable date, unless and until the Board of Directors determines to
hold the meeting on a different date.
A shareholder's notice of any proposal shall set forth the text of the proposal,
a brief statement of the reasons why the shareholder favors the proposal, the
shareholder's name and address, the number and class of all shares of the
Company beneficially owned by the shareholder, any material interest of the
shareholder in the proposal and, if the shareholder intends to solicit proxies
in support of the proposal, a statement to that effect.
A shareholder's notice of any person to be nominated by the shareholder for
election as a Director shall set forth the name of the person to be nominated,
the number and class of all shares of the Company beneficially owned by the
shareholder's nominee, any information regarding the shareholder's nominee that
would have been required to be included in a proxy statement filed pursuant to
the rules under the Securities Exchange Act of 1934, as amended, if proxies for
such shareholder's nominee had been solicited by the Board of Directors, the
signed consent of the shareholder's nominee to serve as a Director if elected,
the shareholder's name and address, the number and class of all shares of the
Company beneficially owned by the shareholder, a description of all arrangements
or understandings between the shareholder and the shareholder's nominee or any
other person or persons (naming such person or persons) with respect to the
nomination of the shareholder's nominee and, if the shareholder intends to
solicit proxies in support of the proposal, a statement to that effect. .
SECTION 8. The affairs of the Company shall be managed under the direction of
the Board of Directors, who shall be elected annually by the shareholders by
ballot and shall hold office until their successors are elected and qualified.
Vacancies in the Board of Directors may be filled by the Board by the vote of a
majority of Directors then in office. Members of the Board of Directors shall be
entitled to receive such reasonable fees or other forms of compensation, on a
per diem, annual or other basis, as may be fixed by resolution of the Board of
Directors or the shareholders in respect of their services as such, including
attendance at meetings of the Board and its committees; provided, however, that
nothing herein contained shall be construed as precluding any Director from
serving the Company in any capacity other than as a member of the Board or a
committee thereof and receiving compensation for such other services.
SECTION 9. Meetings of the Board of Directors shall be held at the time and
place fixed by resolution of the Board or upon call of the Chairman of the
Board, the President, or any three Directors. The Secretary of the Company or
officer performing his duties shall give 24 hours' notice of all meetings of the
Board provided that a meeting may be held without notice immediately after the
annual election of Directors, and notice need not be given of regular meetings
held at times fixed by resolution of the Board. Meetings may be held at any time
without notice if all the Directors are present and none protests the lack of
notice either prior to the meeting or at its commencement, or if those not
present waive notice either before or after the meeting. Notice by mailing or
telegraphing, telecopying, electronically mailing or delivering by hand, to the
usual business address, residence or electronic mailbox of the Director not less
than the time above specified before the meeting shall be sufficient. A majority
of the Directors in office, but not less than one-third of the entire Board,
shall constitute a quorum, but less than a quorum shall have power to adjourn.
The Chairman of the Board or, in his or her absence, a Chairman pro tem elected
by the meeting from among the Directors present shall preside at all meetings of
the Board. Any one or more members of the Board may participate in a meeting of
the Board by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such
meeting. Any action required or permitted to be taken by the Board may
be taken without a meeting if all members of the Board consent in writing to
the adoption of a resolution authorizing the action. Each resolution so adopted
and the written consents thereto by the members of the Board shall be filed with
the minutes of the proceedings of the Board.
SECTION 10. The Board of Directors, as soon as may be after the election of
Directors in each year, may by a resolution passed by a majority of the entire
Board, appoint an Executive Committee, to consist of the Chairman of the Board
and three or more additional Directors as the Board may from time to time
determine, which shall have and may exercise during the intervals between the
meetings of the Board all the powers vested in the Board except that neither the
Executive Committee nor any other committee appointed pursuant to this section
of these By-laws shall have authority as to any of the following matters: the
submission to shareholders of any action as to which shareholders' authorization
is required by law; the filling of vacancies on the Board or on any committee
thereof; the fixing of compensation of any Directors for serving on the Board or
on any committee thereof; the amendment or repeal of these By-laws; or the
adoption of new By-laws; and the amendment or repeal of any resolution of the
Board which by its terms shall not be so amendable or repealable. The Board
shall have the power at any time to change the membership of the Executive
Committee and to fill vacancies in it. The Executive Committee may make rules
for the conduct of its business and may appoint such committees and assistants
as it may deem necessary. Four members of the Executive Committee shall
constitute a quorum. The Chairman of the Board or, in his or her absence, a
Chairman pro tem elected by the meeting from among the members of the Executive
Committee present shall preside at all meetings of the Executive Committee. The
Board may designate one or more Directors as alternate members of any committee
appointed pursuant to this section of the By-laws who may replace any absent
member or members at any meeting of the committee. The Board of Directors may
also from time to time appoint other committees consisting of three or more
Directors with such powers as may be granted to them by the Board of Directors,
subject to the restrictions contained in this section of the By-laws. Any one or
more members of any committee appointed pursuant to this section may participate
in any meeting of the committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at the meeting. Any action required or permitted to be taken
by any committee appointed pursuant to this section may be taken without a
meeting if all members of the committee consent in writing to the adoption of a
resolution authorizing the action. Each resolution so adopted and the written
consents thereto by the members of the committee shall be filed with the minutes
of the proceedings of the committee.
SECTION 11. The Board of Directors, as soon as may be after the election of
Directors in each year, shall elect from their number a Chairman of the Board,
who shall be the chief executive officer of the Company, and shall elect a
President. The Board shall also elect one or more Vice Presidents, a Secretary
and a Treasurer, and may from time to time elect such other officers as they may
deem proper. Any two or more offices may be held by the same person, except as
otherwise may be required by law.
SECTION 12. The term of office of all officers shall be until the next election
of Directors and until their respective successors are chosen and qualify, but
any officer may be removed from office at any time by the Board of Directors.
Vacancies among the officers may be filled by the Board of Directors at any
meeting.
SECTION 13. The Chairman of the Board and the President shall have such duties
as usually pertain to their respective offices, except as otherwise directed by
the Board of Directors or the Executive Committee, and shall also have such
powers and duties as may from time to time be conferred upon them by the Board
of Directors or the Executive Committee. In the absence or disability of the
Chairman of the Board, the President shall perform the duties and exercise the
powers of the Chairman of the Board. In the absence or disability of the
President, one of the Vice Presidents, as designated by the Board of Directors,
shall perform the duties and exercise the powers of the President . The Vice
Presidents and the other officers of the Company shall have such duties as
usually pertain to their respective offices, except as otherwise directed by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President, and shall also have such powers and duties as may from time to time
be conferred upon them by the Board of Directors, the Executive Committee, the
Chairman of the Board or the President.
SECTION 14. The Board of Directors shall select such depositories as they shall
deem proper for the funds of the Company. All checks and other transfers of such
deposited funds shall be authorized only pursuant to resolutions of the Board of
Directors. No officers, agents, employees of the Company, or other person, alone
or with others, shall have power to make any checks, notes, drafts or other
negotiable instruments in the name of the Company or to bind the Company
thereby, except pursuant to resolutions of the Board of Directors.
SECTION 15. The Board of Directors may, in their discretion, appoint one or more
transfer agents, paying agents and/or registrars of the stock of the Company.
SECTION 16. The Company shall limit the liability to the Company of, and
indemnify, Directors and officers of the Company and other persons serving at
the request of the Company any other enterprise as a director, officer or in any
other capacity as and to the extent provided in the Certificate of Incorporation
of the Company.
BY-LAWS
OF
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
Effective as of June 23, 1998
SECTION 1. The annual meeting of stockholders of the Company for the
election of Trustees and such other business as may properly come before such
meeting shall be held on the third Monday in May in each year at such hour and
at such place in the City of New York or the County of Westchester as may be
designated by the Board of Trustees.
SECTION 2. Special meetings of the stockholders of the Company may be held
upon call of the Chairman of the Board, the Vice Chairman of the Board, the
President, the Board of Trustees, or stockholders holding one-fourth of the
outstanding shares of stock entitled to vote at such meeting.
SECTION 3. Notice of the time and place of every meeting of stockholders,
the purpose of such meeting and, in case of a special meeting, the person or
persons by or at whose direction the meeting is being called, shall be mailed by
the Secretary, or other officer performing his duties, at least ten days, but
not more than fifty days, before the meeting to each stockholder of record, at
his last known Post Office address; provided, however, that if a stockholder be
present at a meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, or in writing
waives notice thereof before or after the meeting, the mailing to such
stockholder of notice of such meeting is unnecessary.
SECTION 4. The holders of a majority of the outstanding shares of stock of
the Company, entitled to vote at a meeting, present in person or by proxy shall
constitute a quorum, but less than a quorum shall have power to adjourn.
SECTION 5. The Chairman of the Board, or in his absence the Vice Chairman
of the Board, or in his absence the President shall preside over all meetings of
stockholders. In their absence one of the Vice Presidents shall preside over
such meetings. The Secretary of the Board of Trustees shall act as Secretary of
such meeting, if present. In his absence, the Chairman of the meeting may
appoint any person to act as Secretary of the meeting.
SECTION 6. At each meeting of stockholders at which votes are to be taken
by ballot there shall be at least two and not more than five inspectors of
election and of stockholders' votes, who shall be either designated prior to
such meeting by the Board of Trustees or, in the absence of such designation,
appointed by the Chairman of the meeting.
SECTION 7. The Board of Trustees may, in their discretion, appoint one or
more transfer agents, paying agents and/or registrars of the stock of the
Company.
SECTION 8. The affairs of the Company shall be managed under the direction
of a Board consisting of eleven Trustees, who shall be elected annually by the
stockholders by ballot and shall hold office until their successors are elected
and qualified. Vacancies in the Board of Trustees may be filled by the Board at
any meeting, but if the number of Trustees is increased or decreased by the
Board by an amendment of this section of the By-laws, such amendment shall
require the vote of a majority of the whole Board. Members of the Board of
Trustees shall be entitled to receive such reasonable fees or other forms of
compensation, on a per diem, annual or other basis, as may be fixed by
resolution of the Board of Trustees or the stockholders in respect of their
services as such, including attendance at meetings of the Board and its
committees; provided, however, that nothing herein contained shall be construed
as precluding any Trustee from serving the Company in any capacity other than as
a member of the Board or a committee thereof and receiving compensation for such
other services.
SECTION 9. Meetings of the Board of Trustees shall be held at the time and
place fixed by resolution of the Board or upon call of the Chairman of the
Board, the Vice Chairman of the Board, the President, or a Vice President or any
two Trustees. The Secretary of the Board or officer performing his duties shall
give 24 hours' notice of all meetings of Trustees; provided that a meeting may
be held without notice immediately after the annual election of Trustees, and
notice need not be given of regular meetings held at times fixed by resolution
of the Board. Meetings may be held at any time without notice if all the
Trustees are present and none protests the lack of notice either prior to the
meeting or at its commencement, or if those not present waive notice either
before or after the meeting. Notice by mailing or telegraphing, or delivering by
hand, to the usual business address or residence of the Trustee not less than
the time above specified before the meeting shall be sufficient. A Majority of
the Trustees in office shall constitute a quorum, but less than such quorum
shall have power to adjourn. The Chairman of the Board or, in his absence the
Vice Chairman of the Board or, in his absence a Chairman pro term elected by the
meeting from among the Trustees present shall preside at all meetings of the
Board. Any one or more members of the Board may participate in a special meeting
of the Board by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation
by such means shall constitute presence in person at such special meeting.
Any action required or permitted to be taken by the Board may be taken without a
meeting if all members of the Board consent in writing to the adoption of a
resolution authorizing the action; provided, however, that no action taken by
the Board by unanimous written consent shall be taken in lieu of a regular
monthly meeting of the Board. Each resolution so adopted and the written
consents thereto by the members of the Board shall be filed with the minutes of
the proceedings of the Board.
SECTION 10. The Board of Trustees, as soon as may be after the election of
Trustees in each year, shall elect from their number a Chairman of the Board,
who shall be the chief executive officer of the Company, and shall elect a Vice
Chairman of the Board and a President. The Board shall also elect one or more
Vice Presidents, a Secretary and a Treasurer, and may from time to time elect
such other officers as they may deem proper. Any two or more offices may be held
by the same person, except the offices of President and Secretary.
SECTION 11. The term of office of all officers shall be until the next
election of Trustees and until their respective successors are chosen and
qualify, but any officer may be removed from office at any time by the Board of
Trustees. Vacancies among the officers may be filled by the Board of Trustees at
any meeting.
SECTION 12. The Chairman of the Board and the President shall have such
duties as usually pertain to their respective offices, except as otherwise
directed by the Board of Trustees or the Executive Committee, and shall also
have such powers and duties as may from time to time be conferred upon them by
the Board of Trustees or the Executive Committee. The Vice Chairman of the Board
shall have such powers and duties as may from time to time be conferred upon him
by the Board of Trustees, the Executive Committee or the Chairman of the Board.
In the absence or disability of the Chairman of the Board, the Vice Chairman of
the Board shall perform the duties and exercise the powers of the Chairman of
the Board. The Vice Presidents and the other officers of the Company shall have
such duties as usually pertain to their respective offices, except as otherwise
directed by the Board of Trustees, the Executive Committee, the Chairman of the
Board, the Vice Chairman of the Board or the President, and shall also have such
powers and duties as may from time to time be conferred upon them by the Board
of Trustees, the Executive Committee, the Chairman of the Board, the Vice
Chairman of the Board or the President.
SECTION 13. The Board of Trustees, as soon as may be after the election of
Trustees in each year, may by a resolution passed by a majority of the whole
Board, appoint an Executive Committee, to consist of the Chairman of the Board
(and in his absence the Vice Chairman of the Board) and three or more additional
Trustees as the Board may from time to time determine, which shall have and may
exercise during the intervals between the meetings of the Board all the powers
vested in the Board except that neither the Executive Committee nor any other
committee appointed pursuant to this section of the By-laws shall have authority
as to any of the following
matters: the submission to stockholders of any action as to which
stockholders' authorization is required by law; the filling of vacancies on the
Board or on any committee thereof; the fixing of compensation of any Trustee for
serving on the Board or on any committee thereof; the amendment or repeal of
these By-laws, or the adoption of new By-laws; and the amendment or repeal of
any resolution of the Board which by its terms shall not be so amendable or
repealable. The Board shall have the power at any time to change the membership
of such Executive Committee and to fill vacancies in it. The Executive Committee
may make rules for the conduct of its business and may appoint such committees
and assistants as it may deem necessary. Four members of said Executive
Committee shall constitute a quorum. The Chairman of the Board or, in his
absence a Chairman pro term elected by the meeting from among the members of the
Executive Committee present shall preside at all meetings of the Executive
Committee. The Board may designate one or more Trustees as alternate members of
any committee appointed pursuant to this section of the By-laws who may replace
any absent member or members at any meeting of such committee. The Board of
Trustees may also from time to time appoint other committees consisting of three
or more Trustees with such powers as may be granted to them by the Board of
Trustees, subject to the restrictions contained in this section of the By-laws.
Any one or more members of any committee appointed pursuant to this section may
participate in any meeting of such committee by means of a conference telephone
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at such meeting. Any action required or permitted
to be taken by any committee appointed pursuant to this section may be taken
without a meeting if all members of such committee consent in writing to the
adoption of a resolution authorizing the action. Each resolution so adopted and
the written consents thereto by the members of such committee shall be filed
with the minutes of the proceedings of such committee.
SECTION 14. The Board of Trustees are authorized to select such
depositories as they shall deem proper for the funds of the Company. All checks
and drafts against such deposited funds shall be signed by such person or
persons and in such manner as may be specified by the Board of Trustees.
SECTION 15. The Company shall fully indemnify in all circumstances to the
extent not prohibited by law any person made, or threatened to be made, a party
to an action or proceeding, whether civil or criminal, including an
investigative, administrative or legislative proceeding, and including an action
by or in the right of the Company or any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, by reason of the fact that he, his testator or
intestate, is or was a Trustee or officer of the Company, or is or was serving
at the request of the Company any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, as a director, officer or in any other capacity
against any and all judgments, fines, amounts paid in settlement, and expenses,
including attorneys' fees, actually and reasonably incurred as a result of
or in connection with any such action or proceeding or related appeal; provided,
however, that no indemnification shall be made to or on behalf of any Trustee,
director or officer if a judgment or other final adjudication adverse to the
Trustee, director or officer establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally entitled; and,
except in the case of an action or proceeding specifically approved by the Board
of Trustees, the Company shall pay expenses incurred by or on behalf of such a
person in defending such a civil or criminal action or proceeding (including
appeals) in advance of the final disposition of such action or proceeding
promptly upon receipt by the Company, from time to time, of a written demand of
such person for such advancement, together with an undertaking by or on behalf
of such person to repay any expenses so advanced to the extent that the person
receiving the advancement is ultimately found not to be entitled to
indemnification for such expenses; and the right to indemnification and
advancement of defense expenses granted by or pursuant to this by-law (i) shall
not limit or exclude, but shall be in addition to, any other rights which may be
granted by or pursuant to any statute, certificate of incorporation, by-law,
resolution or agreement, (ii) shall be deemed to constitute contractual
obligations of the Company to any Trustee, director or officer who serves in
such capacity at any time while this by-law is in effect, (iii) are intended to
be retroactive and shall be available with respect to events occurring prior to
the adoption of this by-law and (iv) shall continue to exist after the repeal or
modification hereof with respect to events occurring prior thereto. It is the
intent of this by-law to require the Company to indemnify the persons referred
to herein for the aforementioned judgments, fines, amounts paid in settlement
and expenses, including attorneys' fees, in each and every circumstance in which
such indemnification could lawfully be permitted by an express provision of a
by-law, and the indemnification required by this by-law shall not be limited by
the absence of an express recital of such circumstances. The Company may, with
the approval of the Board of Trustees, enter into an agreement with any person
who is, or is about to become, a Trustee or officer of the Company, or who is
serving, or is about to serve, at the request of the Company, any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, as a director,
officer or in any other capacity, which agreement may provide for
indemnification of such person and advancement of defense expenses to such
person upon such terms, and to the extent, as may be permitted by law.
SECTION 16. Wherever the expression "Trustees" or "Board of Trustees" is
used in these By-laws the same shall be deemed to apply to the Directors or
Board of Directors, as the case may be, if the designation of those persons
constituting the governing board of this Company is changed from "Trustees" to
"Directors".
SECTION 17. Either the Board of Trustees or the stockholders may alter or
amend these By-laws at any meeting duly held as above provided, the notice of
which includes notice of the proposed amendment.
EMERGENCY BY-LAWS
OF
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
As Amended
February 23, 1966
Effective May 16, 1966
SECTION 1. These Emergency By-laws may be declared effective by the Defense
Council of New York as constituted under the New York State Defense Emergency
Act in the event of attack and shall cease to be effective when the Council
declares the end of the period of attack.
SECTION 2. In the event of attack and until the Defense Council declares
the end of the period of attack the affairs of the Company shall be managed by
such Trustees theretofore elected as are available to act, and a majority of
such Trustees shall constitute a quorum. In the event that there are less than
three Trustees available to act, then and in that event the Board of Trustees
shall consist of such Trustees theretofore elected and available to act plus
such number of senior officers of the Company not theretofore elected as
Trustees as will make a Board of not less than three nor more than five members.
The Board as so constituted shall continue until such time as the Defense
Council declares the end of the period of attack and their successors are duly
elected.
SECTION 3. The By-laws of the Company shall remain in effect during the
period of emergency to the extent that said By-laws are not inconsistent with
these Emergency By-laws.
CONSOLIDATED EDISON, INC.
Ratio of Earnings to Fixed Charges
Twelve Months Ended
(Thousands of Dollars)
JUNE JUNE
1998 1997
---------- ---------
Earnings
Net Income $741,621 $662,302
Federal Income Tax 460,170 246,070
Federal Income Tax Deferred (60,780) 129,590
Investment Tax Credits Deferred (8,770) (8,790)
---------- ----------
Total Earnings Before Federal Income Tax 1,132,241 1,029,172
Fixed Charges* 355,319 348,015
---------- ----------
Total Earnings Before Federal Income Tax
and Fixed Charges $1,487,560 $1,377,187
========== ==========
* Fixed Charges
Interest on Long-Term Debt $303,379 $301,853
Amort. of Debt Discount, Premium & Expense 12,878 11,436
Interest on Component of Rentals 18,367 18,175
Other Interest 20,695 16,551
---------- ----------
Total Fixed Charges $355,319 $348,015
========== ==========
Ratio of Earnings to Fixed Charges 4.19 3.96
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
Ratio of Earnings to Fixed Charges
Twelve Months Ended
(Thousands of Dollars)
JUNE JUNE
1998 1997
---------- ---------
Earnings
Net Income $744,955 $662,302
Federal Income Tax 462,018 246,070
Federal Income Tax Deferred (60,780) 129,590
Investment Tax Credits Deferred (8,770) (8,790)
---------- ----------
Total Earnings Before Federal Income Tax 1,137,423 1,029,172
Fixed Charges* 355,319 348,015
---------- ----------
Total Earnings Before Federal Income Tax
and Fixed Charges $1,492,742 $1,377,187
========== ==========
* Fixed Charges
Interest on Long-Term Debt $303,379 $301,853
Amort. of Debt Discount, Premium & Expense 12,878 11,436
Interest on Component of Rentals 18,367 18,175
Other Interest 20,695 16,551
---------- ----------
Total Fixed Charges $355,319 $348,015
========== ==========
Ratio of Earnings to Fixed Charges 4.20 3.96
UT
0001047862
Consolidated Edison, Inc.
1,000
Dec-31-1998
Jun-30-1998
6-Mos
Per-Book
11,295,832
341,424
1,139,813
559,325
899,799
14,236,193
585,378
860,130
4,409,589
5,855,097
84,550
233,468
4,197,577
0
0
44,024
200,000
0
38,475
2,790
3,580,212
14,236,193
3,414,088
127,976
2,883,500
3,011,476
402,612
7,152
409,764
166,799
242,965
9,072
233,893
249,619
156,043
561,463
.99
.99
UT
0000023632
Consolidated Edison Company of New York, Inc.
1,000
Dec-31-1998
Jun-30-1998
6-Mos
Per-Book
11,295,832
254,302
1,029,326
559,325
899,799
14,038,584
585,378
860,130
4,214,561
5,660,069
84,550
233,468
4,197,577
0
0
44,024
200,000
0
38,475
2,790
3,577,631
14,038,584
3,369,716
131,640
2,828,171
2,959,811
409,905
3,192
413,097
166,799
246,298
9,072
237,226
249,619
156,043
607,183
0
0
