directorandbylaws_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported) June 1, 2009
Virginia
Electric and Power Company
(Exact
Name of Registrant as Specified in Its Charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-2255
(Commission
File
Number)
|
54-0418825
(IRS
Employer
Identification
No.)
|
|
120
Tredegar Street
Richmond,
Virginia
(Address
of Principal Executive Offices)
|
23219
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code (804) 819-2000
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
June 1, 2009, Thomas N. Chewning retired as Director of Virginia Electric and
Power Company (the “Company”) and Mark F. McGettrick was elected a Director of
the Company. Mr. McGettrick has also been appointed to serve on the
Executive Committee of the Company effective June 1, 2009. Since
January 1, 2009, there have been no related party transactions involving Mr.
McGettrick and the Company that were required either to be approved under the
Company’s policies or reported under Securities and Exchange Commission related
party transaction rules.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On June
1, 2009, the Board of Directors of the Company adopted amended and restated
Bylaws effective as of such date. The Bylaws were amended and
restated to implement the following revisions:
Article
III. Annual Meeting. This section was revised to change
the date of the Company’s annual shareholder meeting from the fourth Friday in
April to any date during the period from May 1 through May 31 as determined by
the Board of Directors from year to year.
Article
XII. Meetings of Directors and Quorum. This section was
revised to add the title of Chief Executive Officer as an officer authorized to
call a special meeting of the Board of Directors.
Article
XIII. Action Without a Meeting. This section was revised
to allow an electronic transmission to be included as a form of written
consent.
Article
XV. Eligibility of Officers. This section was revised to
remove the provision that any President of the Company shall also be a
Director.
The
foregoing is a brief description of the amendments to the Company’s Bylaws and
is qualified in its entirety by reference to the full text of the Amended and
Restated Bylaws which are filed as Exhibit 3.1.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
|
|
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3.1
|
Virginia
Electric and Power Company Bylaws Amended and Restated, effective June 1,
2009 (filed herewith).
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
VIRGINIA
ELECTRIC AND POWER COMPANY
Registrant
|
|
|
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/s/
Carter M. Reid
|
|
Carter
M. Reid
Vice
President – Governance and Corporate
Secretary
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Date: June
3, 2009