CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
Effective as of May 18, 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
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,