Gulf Power Transformers, Inc

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BYLAWS

GULF POWER TRANSFORMERS, INC.

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W:\dlw\Corporate\Gulf Power\Revised ByLaws for Transformers June 24.doc

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BYLAWS

GULF POWER TRANSFORMERS, INC.

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Table of Contents

ARTICLE I. Board of Directors 1

Section 1. Creation of Board 1

Section 2. Terms of Directors 1

Section 3. Resignation of Directors 1

Section 4. Removal of Directors from Office 1

Section 5. Vacancy Among Directors 2

Section 6. Regular Meetings of the Board 2

Section 7. Special Meetings of the Board 2

Section 8. Notice of Meetings 2

Section 9. Quorum 2

Section 10. Written Consent Actions 2

Section 11. Duties of Directors 3

Section 12. Transactions with Directors 3

Section 13. Compensation of Directors 3

ARTICLE II. Committees 3

Section 1. In General 3

Section 2. Terms 4

Section 3. Resignation and Removal 4

Section 4. Chairmen of Committees 4

Section 5. Vacancies 4

Section 6. Regular Meetings of a Committee 4

Section 7. Special Meetings of a Committee 4

Section 8. Notice of Meetings 4

Section 9. Quorum 5

Section 10. Written Consent Actions 5

Section 11. Rules of Governance 5

ARTICLE III. Officers 5

Section 1. In General 5

Section 2. Terms 5

Section 3. Vacancies 6

Section 4. Duties of the President 6

Section 5. Duties of Vice Presidents 6

Section 6. Duties of the Secretary 6

Section 7. Duties of the Treasurer 6

Section 8. Duties of the Executive Director 6

Section 9. Execution of Documents 7

ARTICLE IV. Chapters 7

Section 1. In General 7

Section 2. Chapter Annual Meeting 7

Section 3. Chapter Governing Committees 7

Section 4. Chapter Officers 8

Section 5. Qualification of Chapter Chairperson………………………………………………8

ARTICLE V. Members 10

Section 1. Applications for Membership 10

Section 2. Dues Payable 10

Section 3. Additional Contributions 10

Section 4. Voting Rights of Members 11

Section 5. Annual Meeting of the Members 11

Section 6. Special Meetings of the Members 11

Section 7. Notice of Meetings 11

Section 8. Persons Entitled to Notice of Meetings 11

Section 9. Written Consent Actions 12

Section 10. Actions by Ballot 12

Section 11. Transferal of Membership 12

Section 12. Resignation of Members 12

Section 13. Expulsion of Members 12

ARTICLE VI. Notes and Checks 13

ARTICLE VII. Fiscal Year 13

ARTICLE VIII. Investments 13

ARTICLE IX. Amendments 14

ARTICLE X. Indemnification 14

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BYLAWS

GULF POWER TRANSFORMERS, INC.

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ARTICLE I

Board of Directors

Section 1. Creation of Board. All corporate powers of Gulf Power Transformers, Inc. (the “Corporation”) shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the discretion of, a Board of Directors (the “Board”). The Board shall be responsible for choosing the charitable programs which the Corporation will pursue and for the allocation of any funds received by the Corporation. The number of members of the Board shall be not less than thirteen nor more than seventeen The Directors shall be the Plant Manager (Crist), Plant Manager (Smith/Scholz), District Manager (Pensacola), District Manager (FWB), District Manager (Panama City), Corporate Public Affairs GM, Vice President – External Affairs and Corporate Services, Chairperson (Crist Chapter), Chairperson (Smith/Scholz Chapter), Chairperson (Pensacola Chapter), Chairperson (FWB Chapter), Chairperson (Panama City Chapter), Chairperson (Employee Support Committee) and the Vice Chair of one of the Chapters(other than Employee Support) elected by the then Chairpersons of such Chapters. The other five Vice Chairs of the chapters shall serve as non-voting ex officio members of the Board.

Section 2. Terms of Directors. Each Director shall hold office until his successor is elected and qualified, if applicable, or his resignation, removal, disqualification, incapacity, or death.

Section 3. Resignation of Directors. Any director may resign at any time upon written notice to the Corporation addressed to it at its principal office or to its President or its Secretary. Any resignation shall become effective at the time or upon the happening of the condition, if any, specified therein, or, if no such condition or time is specified, upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Removal of Directors from Office. Any director may be removed from office for cause by the members at a special meeting of the members.

Section 5. Vacancy Among Directors. Any vacancy in the Board occurring by reason of the resignation, removal, disqualification, incapacity, or death of a director shall be filled by the qualification of a successor (i.e., the appointment of a “new” Plant Manager, District Manager, Corporate Public Affairs GM and/or VP External Affairs and Corporate Services, the election of a “new” Chapter Chairperson, or the election by the Chapter Chairpersons of a “new” Vice Chairperson to serve on the Board).

Section 6. Regular Meetings of the Board. The annual meeting of the Board shall be held in (Month) of each year on a date and at a time and place as shall be determined by resolution of the Board; provided, however, that the Board may by resolution specify a different month for its annual meeting. The Board may establish a schedule of other regular meetings of the Board.

Section 7. Special Meetings of the Board. Special meetings of the Board may be called by either (a) the President or (b) any four directors.

Section 8. Notice of Meetings. Written notice of the time, day, and place of meetings of the Board shall be given to all members of the Board in person, by telephone, mail, e-mail, or facsimile, by or at the direction of the President or the persons who called the meeting. The notice of meeting shall further specify the purpose or purposes for which the meeting is being called. If the notice is sent by mail, it must be deposited in the United States first class mail or with a private mail carrier for overnight delivery, postage prepaid and addressed to the member at his address as it appears on the records of the Corporation, at least five days before the day of the meeting. If the notice is sent by any other method or is delivered in person, the notice must be sent or delivered at least forty-eight hours before the meeting. A waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of notice if such is filed with the minutes or corporate records.

Section 9. Quorum. A majority of the directors then in office shall constitute a quorum at any meeting of the Board for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board, except as may be otherwise specifically provided by law or by the Articles of Incorporation of the Corporation or by these Bylaws. Members of the Board may participate in any meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating at the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 10. Written Consent Actions. Any action required to be taken or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board. The written consent action shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 11. Duties of Directors. A director shall discharge his duties, including his duties as a member of any committee, in accordance with his good faith belief that he is acting in the best interests of the Corporation.

Section 12. Transactions with Directors. A transaction with the Corporation in which a director has a direct or indirect interest is not voidable by the Corporation solely because of the director’s interest in the transaction if any of the following is true:

(a) The material facts of the transaction and the director’s interest were disclosed or known to the Board and the transaction is authorized, approved, or ratified by a majority of the disinterested directors who are present at a meeting of the Board at which a quorum is present (such quorum to be composed solely of disinterested directors);

(b) The material facts of the transaction and the director’s interest were disclosed or known to the members entitled to vote and the transaction is authorized, approved, or ratified by a majority of the disinterested members who are entitled to vote and are present at a meeting at which a quorum of the members is present (such quorum to be composed solely of disinterested members); or

A director has an indirect interest in a transaction if another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction, or another entity in which he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Board.

Section 13. Compensation of Directors. Directors shall not receive compensation for their services in such office; provided, however, that the Board may provide for the reimbursement of reasonable expenses.

ARTICLE II

Committees

Section 1. In General. The Board may, by a resolution passed by a majority of the directors then in office, create such committees as it may deem necessary to promote the purposes and carry on the work of the Corporation. Each such committee shall consist of any number of persons chosen by the Board, who need not be members of the Board so long as at least two members of the Board are members of the committee. To the extent authorized to do so in an enabling resolution, committees may exercise the power of the Board, except that no committee shall have the power to do any of the following:

(a) Amend or restate the Articles of Incorporation;

(b) Amend, alter, or repeal the Bylaws;

(d) Effect a dissolution of the Corporation;

(e) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation;

(f) Adopt a plan of merger or consolidation;

(g) Elect, appoint, or remove any member of any such committee or any director or officer of the Corporation; or

(h) Amend, alter, or repeal any action or resolution of the Board unless by its terms such resolution provides that it may be amended, altered, or repealed by such committee.

The Board may create other committees not having or exercising the authority of the Board.

Section 2. Terms. Each member of a committee shall continue in such capacity until the next annual meeting of the Board or until such person’s successor is appointed, unless the committee shall sooner be terminated by the Board.

Section 3. Resignation and Removal. Any member of a committee may resign at any time upon written notice to the Corporation addressed to it at its principal office or to its President or Secretary. The Board may remove any member of a committee from such office with or without cause.

Section 4. Chairmen of Committees. The Board shall appoint one member of each committee as chairman.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as is provided for in the case of original appointments.

Section 6. Regular Meetings of a Committee. Committees may establish a schedule of regular meetings.

Section 7. Special Meetings of a Committee. Special meetings of a committee may be called by either (a) the chairman of such committee or (b) any two members of such committee.

Section 8. Notice of Meetings. Written notice of the time, day, and place of meetings of a committee shall be given to all members of such committee in person, by telephone, mail, e-mail, or facsimile, by or at the direction of the chairman of such committee or the persons who called the meeting. The notice of meeting shall further specify the purpose or purposes for which the meeting is being called. If the notice is sent by mail, it must be deposited in the United States first class mail or with a private mail carrier for overnight delivery, postage prepaid and addressed to the member at his address as it appears on the records of the Corporation, at least five days before the day of the meeting. If the notice is sent by any other method or is delivered in person, the notice must be sent or delivered at least forty-eight hours before the meeting. A waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of notice if such is filed with the minutes or corporate records.

Section 9. Quorum. A majority of the members of a committee then in office shall constitute a quorum at any meeting of such committee for the transaction of business. The act of a majority of the members of a committee present at any meeting at which there is a quorum shall be an act of such committee, except as may be otherwise specifically provided by law or by the Articles of Incorporation of the Corporation or by these Bylaws. Members of a committee may participate in any meeting of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating at the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.