BY-LAWS
of
CONSTELLATION ENERGY GROUP, INC.
Amended as of February 25, 2002
ARTICLE I
OFFICES AND HEADQUARTERS
Section 1. - Name.
The name of the corporation is Constellation Energy Group, Inc. (the ?Corporation?).
Section 2. - Offices.
The principal office of the Corporation is 250 West Pratt Street, Baltimore, Maryland 21201. The Corporation may also have other offices at such other places, either within or without the State of Maryland, as the Board of Directors of the Corporation (the ?Board?) may determine or as the activities of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. - Place of Meetings.
Meetings of stockholders of the Corporation shall be held at such places, either within or without the State of Maryland as may be fixed from time to time by the Board and stated in the notice of meeting or in a duly executed waiver of notice thereof.
Section 2. - Annual Meetings.
The Annual Meeting of the stockholders for the election of Directors and for the transaction of general business shall be held on any date during the period of May 1 through May 31, as determined year to year by the Board. The time and location of the meeting shall be determined by the Board. Failure to hold an Annual Meeting does not invalidate the Corporation?s existence or affect any otherwise valid corporate acts.
The Chief Executive Officer of the Corporation shall prepare, or cause to be prepared, an annual report containing a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted to the stockholders at or prior to the Annual Meeting.
Section 3. - Special Meetings.
Special meetings of the stockholders may be held in the City of Baltimore or in any county in which the Corporation provides service or owns property upon call by the Chairman of the Board, President or a majority of the Board whenever they deem expedient, or by the Secretary upon the written request of the holders of shares entitled to not less than a majority of all the votes entitled to be cast at such meeting. Such request of the stockholders shall state the purpose or purposes of the meeting and the matters proposed to be acted on thereat and shall be delivered to the Secretary, who shall inform such stockholders of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the Corporation of such costs the Secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to vote at such meeting. The business at all special meetings shall be confined to that specifically named in the notice thereof.
2
Section 4. - Notice and Waiver; Organization of Meeting.
When stockholders are required or permitted to take any action at a meeting whether special or annual, written or printed notice of every meeting shall be given to each stockholder entitled to vote at the meeting and each other stockholder entitled to notice of the meeting. The notice shall state the place, day, and hour of such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given, personally or by mail, not less than 10 or more than 90 days before the date of the meeting. If mailed, such notice shall be deemed given when deposited with the United States Postal Service, postage prepaid, addressed to the stockholder at his or her address as it appears on the records of the Corporation or its registrar. The business at all special meetings shall be confined to that specifically named in the notice thereof.
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