NL-22-0362, Southern Nuclear Operating Company, Inc. - Foreign Ownership, Control, or Influence Five-Year Renewal Filing and NRC Facility Clearance Update

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Southern Nuclear Operating Company, Inc. - Foreign Ownership, Control, or Influence Five-Year Renewal Filing and NRC Facility Clearance Update
ML22152A156
Person / Time
Site: Hatch, Vogtle, Farley  Southern Nuclear icon.png
Issue date: 06/01/2022
From: Gayheart C
Southern Nuclear Operating Co
To:
Document Control Desk, Division of Security Operations
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ML22152A155 List:
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NL-22-0362
Download: ML22152A156 (30)
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Cheryl A. Gayheart 3535 Colonnade Parkway Regulatory Affairs Director Birmingham, AL 35243 205-992-5316 cagayhea@southernco.com June 1, 2022 WITHHOLD FROM PUBLIC DISCLOSURE UNDER 10 CFR 2.390 (DECONTROLLED UPON REMOVAL OF ENCLOSURES 1, 2, AND 5)

Docket Nos.: 50-321 50-348 50-424 52-025 NL-22-0362 50-366 50-364 50-425 52-026 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk Director, Division of Security Operations Mail Stop 0-2D15 Office of Nuclear Security and Incident Response Washington, D. C. 20555-001 Southern Nuclear Operating Company, Inc.

Foreign Ownership, Control, or Influence Five-Year Renewal Filing and NRC Facility Clearance Update Ladies and Gentlemen:

Enclosed is the five-year resubmission of the Southern Nuclear Operating Company, Inc.

(SNC) Certification Pertaining to Foreign Interests. This submission is made for a determination that the degree and extent of Foreign Ownership, Control, or Influence (FOCI) over SNC does not pose an undue risk to national security. Supporting documentation is provided in the Enclosures to this letter.

Schedule 13D (Securities and Exchange Commission) is not included since all SNC common stock is owned by Southern Company. No foreign person, either directly or indirectly, owns or has beneficial ownership of 5% or more of SNC common stock. In addition, all beneficial owners of 5% or more of Southern Company common stock required to report such ownership with the Securities and Exchange Commission (SEC) are eligible to file a Schedule 13G in lieu of a Schedule 13D. Also, Form 5471 (Foreign Corporations) is not applicable.

Furthermore, with regard to facility security clearance considerations, pursuant to 10 CFR 95.19(c), SNC has reviewed the current administrative guidance (procedure NMP-SE-001, Version 2.0) that implements the Standard Practice and Procedures Plan (SPPP) and determined that said procedure is consistent with SPPP requirements. The current SPPP, included as Enclosure 5 to this letter, was originally submitted to the NRC on September 10, 2021, to address requirements related to the Insider Threat Program (ITP). Upon review, it was determined that no additional changes to the SPPP are required at this time.

U. S. Nuclear Regulatory Commission NL-22-0362 Page 2 SNC has no Representatives of Foreign Interest (RFI) that require access to classified information.

Per request, the company's web address is www.southerncompany.com. With regard to the Southern Company SEC 10-K report, Proxy Statement, SEC Schedule 13G, and Annual Report, these are all found by going to the company's web address and selecting the Investors link, then Financials & SEC Filings. From there, by selecting Annual Reports, the Annual Report and Proxy Statement can be downloaded. By selecting SEC Filings, the SEC 10-K report and SEC Schedule 13G can be downloaded.

Enclosures 1 and 5 of this letter contain Personally Identifiable Information. Enclosure 2 contains Proprietary Information. Enclosure 6 provides an affidavit establishing the basis of the proprietary information in Enclosure 2. Enclosure 7 is a public version of . Public versions of Enclosures 1 and 5 would be of no or little value and are thus not provided.

SNC last submitted a five-year FOCI renewal filing and NRC Facility Clearance update certificate on June 1, 2017.

This letter contains no regulatory commitments. If you have any questions, please contact Ryan Joyce at 205-992-6468.

Respectfully submitted, Cheryl A. Gayheart Regulatory Affairs Director CAG/tle

Enclosures:

1. OODEP List (Withhold: Personally Identifiable Information)
2. SF-328 (Withhold: Contains Proprietary Information)
3. Articles of Incorporation
4. Corporate By-Laws
5. Signed Standard Practice Procedures Plan (Withhold: Personally Identifiable Information)
6. Affidavit from Southern Nuclear Operating Company for Withholding Under 10 CFR 2.390 (Proprietary Information in SF-328)
7. SF-328 (Non-Proprietary Version) cc: NRC Regional Administrator, Region II NRC NRR Project Manager - Farley, Hatch, Vogtle 1 & 2, Vogtle 3 & 4 NRC Senior Resident Inspector - Farley, Hatch, Vogtle 1 & 2, Vogtle 3 & 4 SNC Records Rtype: CGA02.001; VND.LI.L00

Southern Nuclear Operating Company, Inc.

Foreign Ownership, Control, or Influence Five-Year Renewal Filing and NRC Facility Clearance Update Enclosure 3 Articles of Incorporation

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PAGE 1 Hite of ,erretarg of tate I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFt THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF SOUTHERN NUCLEAR OPERATING COMPANY, INC, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF DECEMBER, A.D. 1990, AT 11:30 O'CLOtf,K A,N,

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<4 111111111111111111111111111111 4Air-Michael H rkins, Secretary of State 1791 tLitwx AU HENTICATION: 12891596 730351014 DATE: 12/17/1990

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CERTIFICATE OF INCORPORATION OF SOUTHERN NUCLEAR OPERATING COMPANY, INC.

ARTICLE Lingi The name of the corporation (herein the "Corporatinn") is:

Southern Nuclear Operating Coinpany, Inc.

ARTICLE II gegistered Office and Agent The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. Its registered agent at such address is The Corporation Trust Company.

ARTICLE III Obiects and Powers The nature of the Corporation's business, And its nhjents, purposes and powers 2re ns follows:

3.01 To engage in the operation of nuclear power plants, to provide associated technical and administrative services, and to provide support services in coanection with the operation 3.02 To purchase, subscribe for, acquire, own, hold, sell, exchange, assign, transfer, mortgage, pledge, hypothecate or otherwise transfer or dispose of stock, scrip, warrants, rights, bonds, securities or evldences of indebtedness created by any other corporation or corporations organized under the laws of any state. nr HnY hnnds nr evidpn, ,ez inAdallearinafee.C.2-1.0. iTnitoa States or any state, district, territory, dependency or county or subdivision or municipality thereof, and to issue and exchange therefor cash, capital stock, bonds, notes or other securities, evidences of indebtedness, or obligations of the Corporation and while the owner thereof to exercise all rights, powers, and privileges of ownership, including the right to vote on any sbares of stock, voting trust certificates or other instruments so owned; and 3,03 To transact any business, to engage in any lawful act or activity, and to exercise all powers permitted to corporations by the General Corporation Law of Delaware.

The enumeration herein of the objccts and purposes of the Corporation shall not be deemed to exclude or in any way limit by inference any powers, objects, or purposes which the Corporation

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ULU 1( "i16 11;d1 LI LUWUKHI1UN bYb1LM H1LHNIH H.4/Y is empowered to exercise. whether expressly hy purpose. or by any of the laws of the State of Delaware or any reasonable construction of such laws.

ARTICLE IV Capital Stqck 4.01 The total number of shares of aII cla.sses of capital stock ("Shares") which the Corporation shall have the authority to issue is one thousand (1,000), consisting of one thousand (1,000) Shares of $10.00 par value common stock, 4.02 Dividends upon Shares shall be payable only when, as and if declared by the Board of Directors from funds lawfully available therefor, which funds shall include, without limitation, the Corporation's capital surplus. Dividends upon Corporation Shares may be paid in cash, property, or Shares of any class or series of or other securities or evidences of indebtedness of the Corporation or any other issuer, as may be determined by resolution or resolutions of the Board of Directors.

4.03 The Corporation may from time to time enter into any agreement to which all, or less than all, holders of record of the Corporatioies issued and outstanding Shares are parties, restricting the transfer or registration of transfer of any or all of the Corporation's Shares, upon such reasonable terms and conditions as may be approved by resolution or resolutions adopted by the Corporation's Board of Directors.

4.04 No holder of any Corporation Shares of any kind, class, or series shall have, as a matter of right, any preemptive or preferential right to subscribe for, purchase or receive any shares of the Corporation's Shares of any kind, class or series or any Corporation securities or obligations, whether now or hereafter authorized.

4.04 Each holder of Corporation Shares of any class or series of a class thereof shall have the preemptive right to subscribe to any or all additional issues of stock by the Corporation of any or all classes or series thereof, or to any securities of the Corporation convertible into such stock.

ARTICLE V Incorporators The narne and mailing address of each incorporator is:

iTaLTIA ir 14211;ris A4dren The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 ARTICLE VI Directors The following persons shall serve as directors of the Corporation until their successors are duly elected and qualified:

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  • JUJIL.11 1-311 16.1-11 1 I ri r f Name Mailing Addrass E. L. Addison 64 Perimeter Center East Atlanta, Georgia 30346 A. W. Dahlberg 333 Piedmont Avenue Atlanta, Georgia 30308 Elmer B. Harris 600 North 18th Street Birmingham, Alabama 35291 Joseph M. Farley 40 Inverness Center Drive Birmingham, Alabama 35242 R. P. McDonald 40 Inverness Center Drive Birmingham, Alabarna 35242 H. Allen Franklin 800 Shades Creek Parkway Birmingham, Alabama 35209 Election of directors 'need not be by written ballot unless the By-Laws of the pvi Liu u 41u111 t.n ARTICLE VII Special Provisions In furtherance and not in limitation of the powers conferred by law, the following provicionc for regulation of the Corporation, its directory and etocltho1dors are hereby established
  • 7.01 The Corporation shall have the right to purchase, redeem, receive, take, or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own Shares to the full extent of undivided profits, earned, capital or other surplus or any other funds lawfully available therefor.

7.02 A director shall not be held personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except this provision sball not eliminate the liability of a director (i) for any breach of the directo?s duty of loyalty to the Corporation or its stockholders,(ii) for acts or omis-sions not in good faith or which involve intentional misconduct or a knowing violation of law,(iii) for unlawful payment of dividend or unlawful stock purchase or redemption under Delaware General Corporation Law, Section 174, or (iv) for any transaction from which the director derived an improper personal benefit. It is the intention of the stockholders that the directors of the Corporation be protected from personal liability to the fullest extent permitted by the Delaware General Corporation Law as it now or hereafter exists. If at any time in the future the Delaware General Corporation Law is modified to permit further or additional limitations on the extent to which directors may be held personally liable to the Corporation, the protection afforded by this Section 7.02 shall be expanded to afford the maximum protection permitted under such law. Any repeal or modification of this Section 7.02 by the stockholders of the Corporation shall be prospective only, 3

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- Best Available Copy - P.6/7 DEC 17 11:ee CI CURPORHI1UN SMILM HILHNIR and shall not diminish the rights, or expaad the personal liability of a director of the Corporation with respect to any act or omission occurring prior to the time of such repeal or modification.

7.03 Without limitation, the Corporation shall indemnify any person who was or is a party or Is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the full extent permitted by the Delaware General Corporation Law, upon such determination having been made as to bis good faith and conduct no la 4.0(w:rod In, EtoInwsoo Cose.wl Cewp v..a.4;19 =yap ea-goo lowfolarred try director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultiinately be determined that he is not entitled to be indemnified by the Corporation. It is the intention of the stockholders that the directors and officers of the Corporation be indemnified to the fullest extent permitted by the Delaware General Corporation Law as it now- or hereafter exists. If at any time in the future the Delnware General Corporation Law is modified to permit further or additional indemnification for the directors or officers of the Corporation, the protection afforded by this Section 7.03 shall be expanded to afford the maximum protection permitted under such law. Any repeal or modification of this Section 7.03 by the stockholders of the Corporation shall be prospective only, and shall not diminish the rights of a director or officer of the Corporation with respect to any act or omission occurring prior to the time of such repeal or modification.

7.04 The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

7.05 The Corporation's Board of Directors is authorized and empowered to amend, alter, change or repeal the Corporation's By-Laws and adopt new By-Laws.

ARTICLE VM Duration The Corporation shall have perpetual duration and existence.

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11.8-.1.1111 I .1 , I THE UNDERSIGNED incorporator herein named, for the purpose of forming a corporation pu.rsuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set our hands as of this 14441 day of December, 100, THE SOUTHERN COMPANY By a 7 4.

re M. Farley Its: Executive Vice President

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Southern Nuclear Operating Company, Inc.

Foreign Ownership, Control, or Influence Five-Year Renewal Filing and NRC Facility Clearance Update Enclosure 4 Corporate By-Laws

SOUTHERN NUCLEAR OPERATING COMPANY, INC.

BY-LAWS Adopted December 18, 1990 Amended May 21, 1991 Amended May 11, 1992 Amended May 3, 1993 Amended December 6, 1993 Amended December 13, 1993 Amended June 10, 2005 Amended March 1, 2018

SOUTHERN NUCLEAR OPERATING COMPANY, INC.

BY-LAWS Page ARTICLE I Offices Section 1. Principal and Registered Office .....................................................................................1 Section 2. Other Offices .................................................................................................................1 ARTICLE II Meetings of Stockholders Section 1. Location .........................................................................................................................1 Section 2. Annual Meetings ...........................................................................................................1 Section 3. Notice of Annual Meeting .............................................................................................1 Section 4. Special Meetings ...........................................................................................................1 Section 5. Notice of Special Meetings............................................................................................1 Section 6. Stockholder List.............................................................................................................2 Section 7. Business of Special Meetings ........................................................................................2 Section 8. Quorum ..........................................................................................................................2 Section 9. Action by Stockholders .................................................................................................2 Section 10. Voting ...........................................................................................................................2 Section 11. Action Without a Stockholders' Meeting......................................................................2 ARTICLE III Board of Directors Section 1. General Powers; Number, Tenure and Qualifications ...................................................3 Section 2. Vacancies .......................................................................................................................3 Section 3. Location of Meetings .....................................................................................................3 Section 4. Organizational Meetings................................................................................................3 Section 5. Regular Meetings ...........................................................................................................3 Section 6. Special Meetings ...........................................................................................................3 Section 7. Meetings by Conference Telephone, etc. ......................................................................3 Section 8. Quorum ..........................................................................................................................4 Section 9. Action Without a Meeting .............................................................................................4 Section 10. Committees ...................................................................................................................4 Section 11. Committee Minutes and Reports ..................................................................................4 Section 12. Compensation ...............................................................................................................4 Section 13. Transactions with Directors, etc. ..................................................................................4 i

Page ARTICLE IV Notices Section 1. Manner of Giving Notice...............................................................................................5 Section 2. Waiver of Notice ...........................................................................................................5 ARTICLE V Officers Section 1. Officers, Elections, Terms .............................................................................................5 Section 2. Duties of the Chairman of the Board .............................................................................6 Section 3. Duties of the President...................................................................................................6 Section 4. Vice Presidents ..............................................................................................................6 Section 5. Treasurer ........................................................................................................................6 Section 6. Comptroller....................................................................................................................7 Section 7. Secretary ........................................................................................................................7 Section 8. Assistant Vice-President, Assistant Comptrollers, Assistant Secretaries and Assistant Treasurers ......................................................7 Section 9. Compensation ................................................................................................................7 Section 10. Other Officers ...............................................................................................................7 Section 11. Vacancies ......................................................................................................................7 Section 12. Removal of Officers .....................................................................................................7 ARTICLE VI Contracts, Checks, Bank Accounts, Etc.

Section 1. Contracts, etc., How Executed.......................................................................................8 Section 2. Checks, Drafts, etc. ........................................................................................................8 Section 3. Deposits .........................................................................................................................8 Section 4. General and Special Bank Accounts .............................................................................8 ARTICLE VII Shares Section 1. Certificates for Shares ...................................................................................................8 Section 2. Transfer of Shares..........................................................................................................9 Section 3. Regulations ....................................................................................................................9 Section 4. Dates for Determining Stockholders of Record.............................................................9 Section 5. Lost, Stolen or Destroyed Stock Certificates .................................................................9 ARTICLE VIII Indemnification Indemnification...............................................................................................................................10 ii

Page ARTICLE IX Seal Seal .................................................................................................................................................11 ARTICLE X Fiscal Year Fiscal Year ......................................................................................................................................11 ARTICLE XI Amendments Amendments ...................................................................................................................................11 ARTICLE XII Definitions Definitions ......................................................................................................................................11 iii

SOUTHERN NUCLEAR OPERATING COMPANY, INC.

BY- LAWS ARTICLE I Offices Section 1. Principal and Registered Office. The Corporation's principal office shall be in the City of Birmingham, County of Jefferson, State of Alabama. The Corporation's registered office in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the States of Alabama and Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require to the extent not prohibited by law.

ARTICLE II Meetings of Stockholders Section 1. Location. All meetings of stockholders shall be held at the Corporation's principal office in Birmingham, Alabama, or at such other place either within or without the States of Alabama or Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2. Annual Meetings. Annual meetings of stockholders shall be held on the first Monday in May in each year, if not a legal holiday, and if a legal holiday, then on the next business day following. At the annual meeting, the stockholders shall elect a Board of Directors by plurality vote, and shall transact any other business as may properly come before the meeting.

All elections of directors shall be by written ballot, unless otherwise provided in the Certificate of Incorporation.

Section 3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, day and hour of the meeting shall be given to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. Special Meetings. Special meetings of stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman or the President, or a majority of the Board of Directors, or upon the written request of stockholders owning not less than ten percent (10%) of all shares of capital stock ("Shares") of the Corporation issued and outstanding and entitled to vote at such meeting.

Such request by the stockholders shall state specifically the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 6. Stockholder List. The officer who has charge of the Corporation's stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the stockholder list or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 7. Business of Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. The holders of a majority of the Corporation Shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by the Delaware General Corporation Law or the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Every meeting of the stockholders may be adjourned from time to time until its business is completed, and except as provided herein or by applicable law, no notice need be given of such adjourned meeting.

Section 9. Action by Stockholders. When a quorum is present at any meeting, the vote of the holders of a majority of the Shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Delaware General Corporation Law or the Certificate of Incorporation, a different vote is required, in which case, such express provision shall govern and control the decision of such question.

Section 10. Voting. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each Share having voting power held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.

Section 11. Action Without a Stockholders' Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Shares entitled to vote thereon were present and voted.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this By-Law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLE III Board of Directors Section 1. General Powers; Number, Tenure and Qualifications. The Corporation's business, properties and affairs shall be managed by its Board of Directors, comprised of not less than three (3) nor more than ten (10) persons (the number of directors to be determined by resolution of the Board of Directors from time to time). Directors shall be elected at each annual meeting of the stockholders, and shall hold office until the next succeeding annual meeting of stockholders or until their successors are elected and qualified.

Section 2. Vacancies. Vacancies in the Board shall be filled by the affirmative vote of a majority of the remaining directors even though such remaining directors constitute less than a quorum of the Board of Directors. A director elected to fill a vacancy shall serve until the next annual meeting of stockholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual or special meeting of stockholders. If there are no directors in office, then the stockholders may hold a special meeting to elect directors.

Section 3. Location of Meetings. Meetings of the Board of Directors, regular or special, shall be held at the Corporation's principal office unless otherwise specified in the notice thereof, in which event the meeting shall be held where specified in the notice, either within or without the State of Delaware.

Section 4. Organizational Meetings. The first meeting of each newly-elected Board of Directors shall be held on the day and time specified by the Corporation's Board of Directors. No notice of such meeting shall be necessary to the newly-elected directors in order to legally constitute the meeting, provided a quorum is present.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors by resolution may determine.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman or President on twenty-four (24) hours' personal, telephonic or telegraphic notice to each director, or on three days' written notice to each director. Upon the written request of two or more directors, special meetings shall be called by the Chairman, President or Secretary, and appropriate notice given. Any notice or waiver thereof of a special meeting, whether personal, telephonic, telegraphic or written, need not include a statement of the business to be transacted at, nor the purposes of, such special meeting. Meetings of any committee of the Board may be called by the Chairman, the President, or by the chairman of the committee, at any time upon such notice to each member of such committee as is required to be given for special meetings of the Board of Directors.

Section 7. Meetings by Conference Telephone, etc. Meetings of the Board of Directors or of any committee thereof, may be held by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

Participation by such means shall constitute presence in person at any such meeting.

Section 8. Quorum. At all meetings of the Board of Directors, a majority of the directors then holding office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise specifically be provided by the Delaware General Corporation Law, the Certificate of Incorporation, or these By-Laws. At all meetings of a committee of the Board of Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business and the act of a majority of the members present shall be the act of the committee, except as may otherwise specifically be provided by the Delaware General Corporation Law, the Certificate of Incorporation, or these By-Laws. If a quorum is not present at any meeting of the Board of Directors or a committee thereof, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent setting forth the action taken is signed by all members of the Board or committee, as the case may be, and such written consent or consents are filed with the minutes of proceedings of the Board or committee. Such consents shall have the same effect as a unanimous vote of the Board of Directors.

Section 10. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution or resolutions of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend these ByLaws, declare a dividend, authorize the issuance of Corporation Shares or adopt a certificate of ownership and merger pursuant to Delaware General Corporation Law, Section 253.

Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 11. Committee Minutes and Reports. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors whenever required or requested.

Section 12. Compensation. The Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid a fixed sum for attendance at each meeting of the Board of Directors and/or a stated salary as directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Members of special or standing committees may be compensated for attending committee meetings.

Section 13. Transactions with Directors, etc. Insofar as not prohibited by applicable law, no contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee which, in good faith, authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or (b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV Notices Section 1. Manner of Giving Notice. Except as otherwise required by the Delaware General Corporation Law, whenever notice is required to be given to any director or stockholder, such notice requirement can be satisfied by giving written notice by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given in person, or by telegram or telephone. The Secretary shall give, or cause to be given, the notices required to be given by the Delaware General Corporation Law or by these By-Laws of all meetings of the stockholders, and of the Board of Directors and its committees.

Section 2. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation, a written waiver, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation.

ARTICLE V Officers Section 1. Officers, Elections, Terms. The Board of Directors shall elect the officers of the Corporation, which shall consist of a President, a Secretary, a Treasurer and a Comptroller.

The Board of Directors may elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Treasurers, one or more Assistant Comptrollers, one or more Assistant Secretaries, and such other officers as the Board of Directors may from time to time deem proper.

The Corporation's officers shall be elected by the Board of Directors to serve for a term of one year and until their respective successors are elected and qualified. If the officers or any of them for any reason should not be elected at the regular annual meeting of the Board of Directors, they may be elected at any regular or special meeting of the Board. Any person may hold two or more of the offices in the Corporation except the same person may not serve as President and Secretary.

The Board of Directors may in its discretion designate one or more of the Vice Presidents as Executive or Senior Vice Presidents.

Section 2. Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and Board of Directors. He shall have authority to execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Corporation; he shall have power to endorse, when sold, assigned, transferred or otherwise disposed of by Corporation, all certificates or shares of stock, bonds, or other securities issued by other corporations, associations, trusts, whether public or private, or by any government or agency thereof, and owned or held by the Corporation, and to make, execute and deliver all instruments of assignment or transfer of any such stocks, bonds or other securities. He may, with the approval of the Board, or shall, at the Board's discretion, delegate any or all of such duties to the President.

Section 3. Duties of the President. The President shall be the Corporation's chief executive officer and shall be responsible for all of the operations of the Corporation and shall report to the Board of Directors.

The President shall be responsible to the Chairman and to the Board and shall see that all orders and resolutions of the Board are carried into effect. He shall, under the direction of the Board, have general supervision and direction of the other officers, employees and agents of the Corporation and shall see that their duties, as assigned by the Board, are properly performed. He shall designate and assign the duties of the officers under his supervision, with the approval of the Board of Directors or at their direction.

The President shall have authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation; he shall have power to endorse, when sold, assigned, transferred or otherwise disposed of by the Corporation, all certificates for shares, bonds, or other securities or other evidences of indebtedness issued by other corporations, associations, trusts, whether public or private, or by any government or agency thereof, and owned or held by the Corporation and to make, execute and deliver all instruments or assignments or transfers of any such stocks, bonds, or other securities. In the absence of the Chairman of the Board, the President shall have full authority to do any and all things delegated to the Chairman of the Board by the Board of Directors or by any committee of the Board having authority.

He shall have general authority over the Corporation's business and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

The President will perform all of the duties and have all of the authority of the Chairman of the Board in the absence of the Chairman of the Board.

Section 4. Vice Presidents. The vice presidents (in order of the executive vice president, senior vice president and other vice presidents, each class in order of the seniority of its respective members) shall, in the absence or disability of the Chairman and President, perform the duties and exercise such other powers as the Board of Directors, the Chairman of the Board or the President may prescribe. One or more vice presidents may be designated by the Board of Directors as either executive vice president or senior vice president.

Section 5. Treasurer. The Treasurer shall be the Corporation's chief financial officer and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks or other depositories as shall be selected or authorized to be selected by the Board; shall render or cause to be rendered a statement of the condition of the finances of the Corporation at all regular meetings of the Board, and a full financial report at the annual meeting of stockholders, if called upon so to do; shall receive and give receipt for moneys due and payable to the Corporation from any source whatsoever; and, in general, shall perform or cause to be performed all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

Section 6. Comptroller. The Comptroller shall be the chief accounting officer of the Corporation and shall be responsible for maintaining adequate records of all assets, liabilities, and accounting transactions of the corporation; shall have charge of the installation and supervision of all accounting and statistical records, the preparation of all financial and statistical statements and reports; and the supervision of the accounting methods, systems and forms in use by all departments and shall perform such other duties as may be assigned to him from time to time by the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, the president, or a vice-president.

Section 7. Secretary. The Secretary, if present, shall act as secretary at all meetings of the Board and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be custodian of the seal of the Corporation and shall affix the seal or cause it or a facsimile thereof to be affixed to all certificates of stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its seal shall be duly authorized in accordance with the provisions of these By-Laws; shall have charge of the stock records of the Corporation; shall see that all reports, statements and other documents required by law are properly kept and filed; may sign, with any other proper officer of the Corporation thereunto authorized, certificates for Shares, securities or evidences of indebtedness of the Corporation; and, in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board or the Board.

Section 8. Assistant Vice-Presidents, Assistant Comptrollers, Assistant Secretaries and Assistant Treasurers. The assistant vice-presidents, assistant comptrollers, assistant secretaries, and assistant treasurers shall perform any of or all of the duties of the vice-president, comptroller, secretary, or treasurer, as the case may be, and such other duties as may be assigned to them from time to time.

Section 9. Compensation. The salaries of the principal officers, with the exception of the President and Chief Executive Officer, shall be fixed from time to time by the Board, after taking account of any recommendation by any committee to which the power to advise with respect to salaries is delegated by the Board. The Board may from time to time delegate to any principal officer or any committee power to fix the salaries of other officers, agents and employees. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation or a member of any committee contemplated by these By-Laws. The Board shall receive the salary of the President and Chief Executive Officer from the Southern Company Board of Directors Compensation and Management Succession Committee.

Section 10. Other Officers. The other officers of the Corporation shall perform such duties and shall exercise such powers as may be prescribed by the Board of Directors, or by the Chairman or the President acting under authority delegated them by the Board of Directors.

Section 11. Vacancies. Vacancies in office arising from any cause may be filled by action of the Board of Directors at any regular or special meeting of the Board.

Section 12. Removal of Officers. The Board of Directors may remove any officer from office at any time by a majority vote of the Board of Directors.

ARTICLE VI Contracts. Checks. Bank Accounts. Etc.

Section 1. Contracts, etc., How Executed. The Board may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances and if the Board so provides may be delegated by the person so authorized; and, unless so authorized by the Board or these By-Laws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or to any amount.

Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, as shall from time to time be determined by resolution of the Board.

Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Chairman of the Board, the President or any other officer or officers authorized by the Board shall direct in such banks, trust companies or other depositaries as may be selected by the Chairman of the Board, the President or any other officer or officers or agent or agents to whom power in that respect shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by such officer or officers or agent or agents as shall be determined by the Chairman of the Board, the President or any other officer or officers designated by the Board.

Section 4. General and Special Bank Accounts. The Board of Directors or the Chairman of the Board, the President or any other officer or officers designated by the Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as may be selected by the Chairman of the Board, the President or any other officer or officers or agent or agents to whom power in that respect shall have been delegated expressly by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these ByLaws, as it may deem expedient.

ARTICLE VII Shares Section 1. Certificates for Shares. Every holder of Shares shall be entitled to have a certificate, in such form as the Board shall prescribe, certifying the number and class of Corporation Shares owned by him. Each such certificate shall be signed in the name of the Corporation by the Chairman or Vice Chairman of the Board, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary representing the number of Shares registered in certificate form. Any or all the signatures may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate or certificate shall cease to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the Shares represented by certificates for Shares of the Corporation, the number of Shares represented by such certificates, respectively, and the respective dates thereof, and, in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled and a new certificate or certificates shall not be issued in exchange for any existing certificates until such existing certificate shall have been so cancelled, except in cases otherwise provided for in this Article VII.

Section 2. Transfer of Shares. Each transfer of Corporation Shares shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, or with a transfer agent appointed as in this Article VII provided, upon the payment of any taxes thereon and the surrender of the certificate or certificates for such Shares properly endorsed. The person in whose name Corporation Shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided that whenever any transfer of Shares shall be made for collateral security and not absolutely, such fact, if known to the Corporation or to any such agent, shall be so expressed in the entry of transfer if requested by both the transferor and transferee.

Section 3. Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-Laws, concerning the issue, transfer and registration of certificates for Shares of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer agents and one or more registrars, and may require all certificates for Shares of the Corporation to bear the signature or signatures of any of them.

Section 4. Date for Determining Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors shall fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) or less than ten (10) days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors shall fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares, or for the purpose of any other lawful action, the Board of Directors shall fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.

Section 5. Lost, Stolen or Destroyed Stock Certificates. The Corporation may issue a new certificate representing Corporation Shares in place of any certificate therefore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate representing Corporation Shares.

ARTICLE VIII Indemnification Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of department managers (but not positions below the level of department managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that said person is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by said person and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by said person in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of said person.

Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of said person to repay such amount unless it shall ultimately be determined that said person is entitled to be indemnified by the corporation under this Article or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that said person is entitled to be indemnified by the corporation.

The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against said person and incurred by said person in any such capacity, or arising out of said person's status as such, whether or not the corporation would have the power to indemnify said person against such liability or expense under this Article or otherwise.

Without limiting the generality of the foregoing provisions of this Article, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by said person or imposed on said persons, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees.

The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities.

ARTICLE IX Seal The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the word "Delaware" as impressed to the margin hereof.

ARTICLE X Fiscal Year The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI Amendments These By-Laws (including, without limitation, this Article XI) may be altered, amended or repealed or new By-Laws may be adopted by the Board of Directors solely in the manner prescribed in the Corporation's Certificate of Incorporation.

ARTICLE XII Definitions Terms defined in the Certificate of Incorporation shall have the same meaning when used in these By-Laws.

Southern Nuclear Operating Company, Inc.

Foreign Ownership, Control, or Influence Five-Year Renewal Filing and NRC Facility Clearance Update Enclosure 6 Affidavit from Southern Nuclear Operating Company for Withholding Under 10 CFR 2.390 (Proprietary Information in SF-328)

Southern Nuclear Operating Company, Inc.

Foreign Ownership, Control, or Influence Five-Year Renewal Filing and NRC Facility Clearance Update Enclosure 7 SF-328 (Non-Proprietary Version)

- Non-Proprietary Version -

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