MIDDLESEX WATER COMPANY
As in Effect October 17, 1991
As Amended December 20, 2005
SECTION 1. The annual meeting of the stockholders for the election of directors or any meeting of stockholders
shall be held at such place and at such time as may be fixed by the Board of Directors.
SECTION 2. Except as otherwise provided in the Restated Certificate of Incorporation of the Company a
majority of the total number of issued and outstanding shares of each class of stock, considered separately,
entitled to vote thereat, represented in person or by proxy, shall constitute a quorum for the transaction of
business at any stockholders' meeting of the Company. The Secretary or officer performing the Secretary's duties
shall give notice of every stockholders' meeting to each stockholder of record on the books of the Company,
entitled to vote at such meeting, by mailing such notice in writing to his last known post office address at least ten
days before the date of such meeting. Special meetings of the holders of shares of Common Stock, the holders of
shares of Preferred Stock, or the holders of shares of Common Stock and the holders of shares of Preferred
Stock may be called by the President or by the Board of Directors.
SECTION 1. Except as otherwise provided in the Restated Certificate of Incorporation of the Company, the
Board of Directors shall consist of not less than five nor more than twelve directors, the exact number of directors
to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of
Directors. The directors of the Company shall be elected by the holders of shares of Common Stock at the
annual meeting of the Company as hereinafter provided in these By-Laws. Each holder of shares of Common
Stock present in person or by proxy shall be entitled to one vote for each share thereof standing in his name on
the books of the Company.
No person (other than a pe