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