Exhibit
3b





BYLAWS





(AMENDED
AND RESTATED THROUGH APRIL 23, 2009)





SOUTH
JERSEY GAS COMPANY





ARTICLE
I





SHAREHOLDERS





Section 1.  Annual
Meeting.     An annual meeting of the
shareholders for the election of Directors and for other business shall be held
on the next to the last Thursday in April of each year, if not a legal holiday,
and if a legal holiday, then on the first day following which is not a legal
holiday, or on such other day as may be designated by the Board of
Directors.





Section 2.  Special
Meetings.  At any time in the interval between annual meetings,
special meetings of the shareholders may be called by the Chairman of the Board,
the President or by a majority of the Board of Directors by vote at a meeting or
in writing with or without a meeting, or may be called by three or more
shareholders having voting powers as provided for under the Corporation Law of
the State of New Jersey.





Section 3.  Notice of
Meetings.  Written or printed notice of every meeting of the
shareholders shall be given to each shareholder entitled to vote at such
meeting, not less than ten days before such meeting, by the Chairman of the
Board, the President or any Vice President, or by the Secretary or any Assistant
Secretary, by leaving the same with him or at his residence or usual place of
business, or by mailing it, postage prepaid and addressed to him at his address
as it appears upon the books of the Company on the record date for such meeting,
as provided in Section 3 of Article V of these Bylaws.  In the event
of the transfer of stock after the giving of such notice and prior to the
holding of the meeting, it shall not be necessary to give notice of the meeting
to the transferee.  Notice of every special meeting shall state the
place, day, and hour of such meeting and the general nature of the business
proposed to be transacted thereat.  Failure to give notice of any
annual meeting or any irregularity in such notice shall not affect the validity
of such annual meeting or of any proceedings at such meeting (other than
proceedings of which special notice is required by law, by the Charter, or by
the Bylaws).  It shall not be requisite to the validity of any meeting
of shareholders that notice thereof, whether prescribed by law, by the Charter
or by the Bylaws, shall have been given to any shareholder who attends in person
or by proxy, or to any shareholder who in writing, executed and filed with the
records of the meeting either before or after the holding thereof, waives such
notice.  No notice other than by oral announcement need be given of
any adjourned meetings of shareholders.





Section 4.  Quorum.  At
all meetings of shareholders, a majority of the outstanding shares of capital
stock entitled to vote, represented by shareholders in person or by proxy, shall
constitute a quorum for the transaction of business; but in the absence of a
quorum the shareholders present in person or by proxy at the time and place
fixed by Section 1 of this Article I for an annual meeting, or designated in the
notice of a special meeting, or at the time and place of any adjournment
thereof, by majority vote may adjourn the meeting from time to time without
notice other than by oral announcement at the meeting, until a quorum shall
attend.  At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
original meeting.





Section 5.  Judges of
Election.  Judges of election, who need not be shareholders,
shall be appointed by the Board of Directors for any meeting of shareholders for
the election of directors and may be so appointed for any other meeting of
shareholders.  In case any of the judges of election shall be absent
or unable or unwilling to serve, all such vacancies may be filled by appointment
made by the Board of Directors in advance of the convening of the meeting, or at
the meeting by the person acting as chairman.  Every election of
directors shall be conducted by ballot by two judges and, after the election,
they shall file with the Secretary a certificate of the results thereof, with
the names of the directors elected.  The judges of election, at the
request of the chairman of the meeting, shall act as tellers of any other vote
by ballot taken at the meeting and shall certify the result
thereof.





Section 6.  Voting and
Proxies.  Any shareholder having the right to vote at any
meeting shall be entitled to one vote for each share of stock held by him,
provided that, at all meetings for the election of directors, each shareholder
entitled to vote thereat shall be entitled to as many votes as shall equal the
number of shares held by him, multiplied by the number of directors to be
elected, and each such shareholder may cast all of such votes for a single
director or may distribute them among the total number of directors to be voted
for, or among any two or more of such directors as such shareholder may see fit.
Any shareholder entitled to vote at any meeting of shareholders may vote either
in person or by proxy, but no proxy which is dated more than two months prior to
the meeting at which it is offered shall confer the right to vote
thereat.  Every proxy shall be in writing, subscribed by a shareholder
or his duly authorized attorney in fact, and


dated,
but need not be sealed, witnessed, or acknowledged.





Section 7.  List of
Shareholders.  A complete list of the shareholders entitled to
vote at the annual meeting of the shareholders or at any special meeting of
shareholders, arranged in alphabetical order, with the mailing address of each
according to the records of the Company and the number of voting shares held by
each, shall be prepared by the Secretary or any Assistant Secretary and filed in
the office where the meeting is to be held, at least ten days before each
meeting of shareholders, shall be subject to inspection by any shareholder
during usual business hours, shall be produced and kept open at the time and
place of meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting.


2


ARTICLE
II





BOARD OF
DIRECTORS





Section 1. Election and
Powers.  The business and property of the Company shall be
conducted and managed by its Board of Directors, consisting of (5) five
directors, which Board may exercise all the powers of the Company except such as
are by statute, by the Charter, or by these Bylaws conferred upon or reserved to
the shareholders.  The members of the Board of Directors shall be
elected by the shareholders at their annual meeting or at any meeting held in
lieu thereof, except as provided in Section 8 of this Article
II.  Each director shall hold office until the annual meeting held
next after his or her election and until his or her successor shall have been
duly chosen and qualified, or until he or she shall have resigned, or shall have
been removed in the manner provided in Section 10 of this Article
II.  The Board of Directors shall keep full and fair account of its
transactions.





Section 2.  First Regular
Meeting.  After each meeting of shareholders at which a Board
of Directors shall have been elected, the Board of Directors so elected shall
meet at the same place immediately following adjournment of the shareholders'
meeting for the purpose of organization and the transaction of other business,
unless some other time and place shall be designated by the shareholders at
their meeting.





Section 3.  Additional Regular
Meetings.  In addition to the first regular meeting, regular
meetings of the Board of Directors shall be held on such dates as may be fixed,
from time to time, by the Board of Directors, or by a majority of the directors
in writing without a meeting.





Section 4.  Special
Meetings.  Special meetings of the Board of Directors shall be
held whenever called by the Chairman of the Board, the President or by the Board
of Directors or by a majority of the Board of Directors in writing, with or
without a meeting.





Section 5.  Place of
Meetings.  Subject to the provisions of Section 2 of this
Article II, the Board of Directors may hold its regular and special meetings at
such place or places within or without the State of New Jersey as it may, from
time to time, determine.  In the absence of any such determination,
such regular and special meetings of the Board of Directors shall be held at
such places as may be designated in the calls therefor.





Section 6.  Notice of
Meetings.  Notice of the place, day and hour of every meeting
shall be given to each director at least two days before the meeting, by
delivering the same to him personally, or by sending the same to him by
telegraph, or by leaving the same at his residence or usual place of business,
or, in the alternative, upon three days' notice, by mailing it, postage prepaid,
and addressed to him at his last known mailing address, according to the records
of the Company.  It shall not be requisite to the validity of any
meetings of the Board of Directors, that notice thereof shall have been given to
any director who attends, or to any director who, in writing executed and filed
with the records of the meeting either before or after the holding thereof,
waives such notice.  No notice other than by oral announcement need be
given of any adjourned meetings of the Board of Directors.  All
regular meetings of the Board of Directors shall be general meetings, that is to
say, open for the transaction of any business within the powers of the Company
without special notice of such business, except in cases in which special notice
is required by law, by the Charter, by these Bylaws, or by the call of such
meeting.


3


Section 7. Quorum.  At
all meetings of the Board of Directors, a majority of the total number of the
directors shall constitute a quorum for the transaction of business. Except in
cases in which it is by law, by the Charter, or by these Bylaws otherwise
provided, a majority of such quorum shall decide any questions that may come
before the meeting. In the absence of a quorum, the directors present by
majority vote may adjourn the meeting from time to time without notice other
than by oral announcement at the meeting until a quorum shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.





Section 8.  Vacancies.  Vacancies
occurring in the Board of Directors, through any cause other than removal by the
shareholders, including vacancies created by an increase in the number of
directors, may be filled by the vote of a majority of the remaining
directors.





Section 9.  Compensation.  The
directors may be compensated for their services on an annual basis and/or they
may receive a fixed sum for attendance at each regular or special meeting and
every adjournment thereof; such compensation or fixed sum to be fixed from time
to time by resolution by the Board of Directors.  The directors shall
be reimbursed for all reasonable traveling expenses incurred in attending
meetings.  Directors who are employees of the Company shall not
receive compensation for their services as directors; but nothing in this
Section shall preclude any director from serving the Company in any other
capacity and receiving compensation therefor.





Section 10. Removal.  At
any meeting of the shareholders called for the purpose, any director may, by
vote of the shareholders entitled to cast a majority in number of all the votes,
be removed from office, with or without cause, and another be elected in the
place of the person so removed, to serve for the remainder of his
term.





ARTICLE
III





COMMITTEES





Section 1.  Executive
Committee.  The Board of Directors, by resolution adopted by a
majority of the whole Board of Directors, may designate an Executive Committee
of three or more directors and shall appoint one of the directors so designated
to be Chairman of the Executive Committee.  The Chief Executive
Officer of the Company shall be ex officio a member of the Executive
Committee.  The Executive Committee shall formulate policies to be
followed in planning and conducting the business and affairs of the
Company.  During the intervals between the meetings of the Board of
Directors, the Executive Committee shall have and may exercise all the powers of
the Board of Directors in the management of the business and affairs of the
Company conferred by these Bylaws or otherwise.  The Executive
Committee shall keep full and fair account of its transactions.  All
action by the Executive Committee shall be reported to the Board of Directors at
its meeting next succeeding such action, and shall be subject to revision and
alteration by the Board of Directors; provided that no rights of third persons
shall be affected by any such revision or alteration.  Vacancies in
the Executive Committee shall be filled by the Board of
Directors.


4


Section 2.  Compensation.  Members
of the Executive Committee may be compensated for their services on an annual
basis and/or they may receive a fixed sum for attendance at each meeting of the
Executive Committee and every adjournment thereof; such compensation or fixed
sum to be fixed from time to time by resolution of the Board of
Directors.  The members of the Executive Committee shall be reimbursed
for all reasonable traveling expenses incurred in attending
meetings.  Members of the Executive Committee who are employees of the
Company shall not receive compensation for their services as members of such
Committee; but nothing in this Section shall preclude a member of the Executive
Committee from serving the Company in any other capacity and receiving
compensation therefor or shall preclude the Chairman of the Executive Committee
from receiving compensation for his services as such Chairman.





Section 3.  Meetings of the Executive
Committee.  The Executive Committee shall fix its own rules of
procedure and shall meet as provided by such rules or by resolution of the Board
of Directors, and it shall also meet at the call of the Chairman of the
Executive Committee or any two members of the Committee.  Unless
otherwise provided by such rules or by such resolutions, the provisions of
Section 5 and Section 6 of Article II relating to the place of holding and
notice required of meetings of the Board of Directors shall govern the Executive
Committee.  A majority of the Executive Committee shall be necessary
to constitute a quorum.





Section 4.  Other
Committees.  The Board of Directors may by resolution designate
such other standing or special committees as it deems desirable and discontinue
the same at pleasure.  Each such committee shall have such powers and
perform such duties, not inconsistent with law, as may be assigned to it by the
Board of Directors.





ARTICLE
IV





OFFICERS





Section 1.  Executive Officers.The Executive Officers of the Company shall be a President, one or more
Vice Presidents (one or more of whom may be designated as Executive Vice
President or Senior Vice President), a Secretary, a Treasurer, and a
Controller.  The Board of Directors may also designate the Chairman of
the Board as an Executive Officer, which designation may be cancelled by the
Board at any time.  The Executive Officers shall be elected annually
by the Board of Directors at its first meeting following the annual meeting of
the shareholders and each such Officer shall hold office until the corresponding
meeting in the next year and until his successor shall have been duly chosen and
qualified, or until he shall have resigned or shall have been removed, in the
manner provided in Section 12 of this Article IV.  Whether or nor the
Chairman of the Board has been designated as an Executive Officer, he shall be
elected and hold office as set forth in the preceding sentence.  Any
vacancy in any of the above-mentioned offices may be filled for the unexpired
portion of the term by the Board of Directors at any regular or special
meeting.


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Section 2.Chairman of the
Board.  The Chairman of the Board shall have such powers and
duties as from time to time may be conferred upon or assigned to him by the
Board of


Directors.  He
may, from time to time, delegate to any other Officer such powers and such
duties as he deems advisable.  The Chairman of the Board shall preside
at all meetings of the Board of Directors and shareholders at which he is
present (except as he may request the President to so preside).  If
the Chairman of the Board is designated as the Chief Executive Officer, he shall
have the powers and duties of the Chief Executive Officer referred to in the
next section of these Bylaws.





Section 3.  President.  The
President shall be the Chief Executive Officer, unless the Board of Directors
designates the Chairman of the Board as the Chief Executive
Officer.  As Chief Executive Officer, the President shall carry out
policies adopted or approved by the Board of Directors and shall have general
charge and supervision of the business of the Company, subject to the control of
the Board of Directors.  The President, if not designated the Chief
Executive Officer, shall have such powers and duties as from time to time may be
conferred upon or assigned to him by the Board of Directors or by the Chief
Executive Officer.





Section 4. Vice
Presidents.  At the request of the President, or in his absence
or disability, any Vice President shall perform all the duties of the President,
and when so acting shall have the powers of the President, unless otherwise
determined by the Board of Directors.  Each Vice President shall also
have and exercise such powers and duties as from time to time may be conferred
upon or assigned to him by the Board of Directors or the Chief Executive
Officer.





Section 5.  Secretary.  The
Secretary shall record the proceedings of the meetings of the Board of Directors
and, if so directed, of the Executive Committee, in books provided for that
purpose; he shall see that all notices of meetings of the Directors are duly
given in accordance with the provisions of these Bylaws, or as required by law;
he shall be custodian of the Directors' minutes and of the corporate seal or
seals of the Company; he shall see that the corporate seal is affixed to all
documents, the execution of which, on behalf of the Company, under its seal, is
duly authorized, and when so affixed may attest the same; and, in general, he
shall perform all duties incident to the office of a Secretary of a corporation,
and such other duties as from time to time may be assigned to him by the Board
of Directors or the Chief Executive Officer.





Section 6.  Treasurer.  The
Treasurer shall serve as the chief financial officer and shall have charge of
and be responsible for procuring capital and maintaining financial arrangements
as shall from time to time, be selected by the Board of Directors; he shall
manage the level of funds deposited in banks, trust companies, or other
depositories so as to minimize the cost of borrowing such funds as shall be
periodically required and to maximize the return on the investment of Company
funds as shall from time to time, be available; and, in general, he shall
perform all the duties incident to the office of a Treasurer of a corporation,
and such other duties as from time to time may be assigned to him by the Board
of Directors or the Chief Executive Officer.


6


Section 7. Controller.  The
Controller shall serve as the chief accounting officer and shall have charge of
the accounting books and records of the Company; he shall render to the Chief
Executive Officer and to the Board of Directors, whenever requested, an account
of the financial condition of the Company; he shall have charge of and be
responsible for the receipt and disbursement of all funds of the Company and
shall deposit or cause to be deposited, in the name of the Company, all moneys
or valuable effects in such banks, trust companies, or other depositories as
shall from time to time be selected by the Board of Directors; and, in general,
he shall perform all the duties incident to the duties of a Chief Accounting
Officer of a corporation, and such other duties as from time to time may be
assigned to him by the Board of Directors or the Chief Executive
Officer.





Section 8.  Assistant
Officers.  The Board of Directors may elect one or more
Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers and one or more Assistant Controllers.  Each
Assistant Vice President, if any, each Assistant Secretary, if any, each
Assistant Treasurer, if any, and each Assistant Controller, if any, shall hold
office for such period and shall have such authority and perform such duties as
the Board of Directors or the Chief Executive Officer may
prescribe.





Section 9.  Subordinate
Officers.  The Board of Directors may select such subordinate
Officers as it may deem desirable.  Each such Officer shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors or the Chief Executive Officer may prescribe.  The
Board of Directors may, from time to time, authorize any Officer to appoint and
remove subordinate Officers and prescribe the powers and duties
thereof.





Section 10. Certain Powers of
Officers.  Certificates of Stock of the Company shall be signed
by the President or any Vice President and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary or the Controller or any
Assistant Controller of the Company.  The President may sign and
execute in the name of the Company all authorized deeds, mortgages, bonds,
contracts, or other instruments, except in cases in which the signing and
execution thereof shall have been expressly delegated to some other Officer or
Agent of the Company.





Section 11. Officers Holding Two or More
Offices.  Any two of the above-mentioned offices, except those
of President and Secretary or Assistant Secretary, may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument in
more than one capacity, if such instrument be required by Statute, by the
Charter, or by these Bylaws, to be executed, acknowledged, or verified by any
two or more Officers.





Section 12. Compensation.  The
Board of Directors shall have power to fix the compensation of all Officers of
the Company.  It may authorize any Officer, upon whom the power of
appointing subordinate Officers may have been conferred, to fix the compensation
of such subordinate Officers.


7


Section 13. Removal.  Any
Officer of the Company may be removed, with or without cause, by vote of a
majority of the entire Board of Directors at a meeting called for that purpose,
or (except in case of an Officer elected by the Board of Directors) by an
Officer upon whom such power of  removal may have been
conferred.





ARTICLE
V





STOCK





Section 1.  Certificates.  Every
shareholder shall be entitled to a certificate or certificates of stock of the
Company in form prescribed by the Board of Directors, duly numbered and sealed
with the corporate seal of the Company, and setting forth the number and kind of
shares represented thereby to which each shareholder is
entitled.  Such certificates shall be signed by the Chairman of the
Board or the President or any Vice President and by the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary or the
Controller or any Assistant Controller of the Company.  The Board of
Directors may also appoint one or more Transfer Agents and/or Registrars for its
stock of any class or classes and may require stock certificates to be
countersigned and/or registered by one or more of such Transfer Agents and/or
Registrars.  If certificates of capital stock of the Company are
signed by a Transfer Agent and by a Registrar, the signature of the officers of
the Company and the seal of the Company thereon may be facsimiles, engraved or
printed.  Any provisions of these Bylaws with reference to the signing
and sealing of stock certificates shall include, in cases above permitted, such
facsimiles.  In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on any such
certificate or certificates shall cease to be such officer or officers of the
Company, whether because of death, resignation, or otherwise, before such
certificate or certificates shall have been delivered by the Company, such
certificate or certificates may nevertheless be adopted by the Board of
Directors of the Company and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers of the Company.





Section 2.  Transfer of
Shares.  The Board of Directors shall have power and authority
to make all such rules and regulations as it may deem expedient concerning the
issue, transfer, and registration of certificates of stock.





Section 3.  Record
Dates.  The Board of Directors is hereby authorized to fix the
time, not exceeding fifty (50) days preceding the date of any meeting of
shareholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change, or conversion, or exchange of
capital stock shall go into effect, during which the books of the Company shall
be closed against transfers of stock; provided, however, that in case of any
such closing of the stock transfer books, notice thereof shall be mailed to the
shareholders at their last known address as the same appears upon the books of
the Company, at least ten (10) days before the closing thereof. In lieu of
providing for the closing of the books against transfers of stock as aforesaid,
the Board of Directors shall have the authority to fix in advance a date, not
exceeding fifty (50) days preceding (1) the date of any meeting of shareholders,
(2) the date for the payment of any dividend, (3) the date for the allotment of
rights, or (4) the date when any change or conversion or exchange of capital
stock shall go into effect, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, any such meeting, or entitled
to receive payment of any such dividend, or to any such allotment of rights, or
to exercise the rights in respect of any such change, conversion, or exchange of
capital stock, and in such case such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed, shall be entitled to such
notice of, and to vote at such meeting, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the Company
after any such record date fixed as aforesaid.  In any case in which
the Board of Directors does not provide for the closing of the Books against
transfer of stock as aforesaid, or fix a record date as aforesaid, the twentieth
day preceding the date of the meeting of shareholders, the dividend payment date
or the date for the allotment of rights, shall be the record date for the
determination of the shareholders entitled to notice of and to vote at such
meeting, or to receive such dividends or rights, as the case may
be.


8


Section 4.  Mutilated, Lost or Destroyed
Certificates. The holder of any certificate representing shares of stock
of the Company shall immediately notify the Company of any mutilation, loss, or
destruction thereof, and the Board of Directors may, in its discretion, cause
one or more new certificates, for the same number of shares in the aggregate, to
be issued to such holder upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon satisfactory proof of such
loss or destruction, and the deposit of indemnity by way of bond or otherwise,
in such form and amount and with such sureties or securities as the Board of
Directors may require to indemnify the Company against loss or liability by
reason of the issuance of such new certificate or certificates, and the failure
of such holder to comply with the requirements of this Section 4 shall
constitute a waiver by such holder of any right to receive such new certificate
or certificates, provided however that no deposit of indemnity, other than
personal bond, shall be required for the issuance of one or more new
certificates where the value of the number of shares in the aggregate does not
exceed $200.00.  The Board of Directors may, in its discretion, refuse
to issue such new certificates, save upon the order of some Court having jurisdiction
in such matters.





ARTICLE
VI





DIVIDENDS AND
FINANCE





Section 1.  Dividends.  Subject
to the provisions of the Charter, the Board of Directors may, in its discretion,
declare what, if any, dividends shall be paid upon the stock of the Company, or
upon any class of such stock.  Except as otherwise provided by the
Charter, dividends shall be payable upon such dates as the Board of Directors
may designate. Before payment of any dividend there may be set aside out of any
funds of the Company available for dividends such sum or sums as the directors,
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Company, or for such other purposes as the
directors shall think conducive to the interest of the Company, and the
directors may abolish any such reserve in the manner in which it was
created.


9


Section 2.  Checks, Drafts,
Etc.  All checks, drafts, or orders for the payment of money,
notes, and other evidences of indebtedness, issued in the name of the Company,
shall unless otherwise provided by the Board of Directors, be signed by the
Treasurer or an Assistant Treasurer, or the Controller or an Assistant
Controller and countersigned by the Chairman of the Board or the President or a
Vice President or the Secretary.





Section 3.  Annual
Reports.  A report on the affairs of the Company shall be
submitted at the annual meeting of the shareholders.  Such statement
shall be prepared by such executive officer of the Company as may be designated
by the Board of Directors.  If no other executive officer is so
designated, it shall be the duty of the Chairman of the Board to prepare such
statement.





Section 4.  Fiscal
Year.  The fiscal year of the Company shall be the calendar
year, unless otherwise provided by the Board of Directors.





ARTICLE
VII





INDEMNIFICATION





Section 1.  Right to
Indemnification.  The Company shall indemnify any corporate
agent against his expenses and liabilities in connection with any proceedings
involving the corporate agent by reason of his being or having been such a
corporate agent to the extent that (a) such corporate agent is not otherwise
indemnified; and (b) the power to do so has been or may be granted by statute;
and for this purpose the Board of Directors may, and on request of any such
corporate agent shall be required to, determine in each case whether or not the
applicable standards in any such statute have been met, or such determination
shall be made by independent legal counsel if the Board so directs or if the
Board is not empowered by statute to make such determination.





Section 2.  Prepayment of
Expenses.  To the extent that the power to do so has been or
may be granted by statute, the Company shall pay expenses incurred by a
corporate agent in connection with a proceeding in advance of the final
disposition of the proceeding upon receipt of an undertaking by or on behalf of
such corporate agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified as provided by
statute.





Section 3.  Indemnification Not
Exclusive.  This indemnification shall not be exclusive of any
other rights to which a corporate agent may be entitled, both as to any action
in his official capacity or as to any action in another capacity while holding
such office, and shall inure to the benefits of the heirs, executors, or
administrators of any such corporate agent.





Section 4.  Insurance and Other
Indemnification.  The Board of Directors shall have the power
to (a) purchase and maintain, at the Company's expense, insurance on behalf of
the Company and on behalf of others to the extent that power to do so has been
or may be granted by statute and (b) give other indemnification to the extent
permitted by law.


10


Section 5.  Definitions.As used
in this Article,





(a)  "corporate agent" means
any person who is or was a Director, officer, employee or agent of the Company
and any person who is or was a Director, officer, trustee, employee or agent of
any other enterprise, serving as such at the request of the Company, or the
legal representative of any such Director, officer, trustee, employee or
agent;





(b)  "other enterprises"
means any domestic or foreign corporation, other than the Company, and any
partnership, joint venture, sole proprietorship, trust or other
enterprise


whether
or not for profit, served by a corporate agent;





(c)  "expenses" means
reasonable costs, disbursements, and counsel fees;





(d)  "liabilities" means
amounts paid or incurred in satisfaction of settlements, judgments, fines, and
penalties;





(e)  "proceedings" means any
pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or proceeding.





ARTICLE
VIII





SUNDRY
PROVISIONS





Section 1.  Seal.  The
Corporate Seal of the Company shall contain within a circle the words "South
Jersey Gas Company," and in an inner circle the word "SEAL."  If
deemed advisable by the Board of Directors, a duplicate seal or duplicate seals
may be provided and kept for the necessary purposes of the Company.





Section 2.  Books and
Records.  The Board of Directors may determine from time to
time whether and, if allowed, when and under what conditions and regulations,
the books and records of the Company, or any of them, shall be open to the
inspection of shareholders and the rights of shareholders in this respect are
and shall be limited accordingly, except as otherwise provided by
Statute.  Under no circumstances shall any shareholder have the right
to inspect any book or record or receive any statement for an illegal or
improper purpose.





Section 3.  Bonds.  The
Board of Directors may require any officer, agent, or employee of the Company to
give a bond to the Company, conditioned upon the faithful discharge of his
duties, with one or more sureties and in such amount as may be satisfactory to
the Board of Directors.





Section 4.  Voting upon Stock in Other
Corporations. Any Stock in other corporations, which may from time to
time be held by the Company, may be represented and voted at any meeting of
shareholders of such other corporations by the Chairman of the Board, the
President or a Vice President of the Company or by proxy executed in the name of
the Company by the Chairman of the Board, the President or a Vice President with
the corporate seal affixed and attested by the Secretary or an Assistant
Secretary.


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Section 5.  Amendments.  These
Bylaws may be altered or amended at any annual meeting of the shareholders or at
any special meeting called for that purpose, by a majority vote of all the
shareholders entitled to vote at such meeting, or at any meeting of the Board of
Directors, by a majority vote of the directors, provided notice of any such
proposed alteration or amendment shall be given in the notice of any such
meeting.




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AMENDMENTSArticle  II
            Section
      1
            Amended
      February 19, 1959.Article   I
            Section
      1
            Amended
      February 19, 1960.Article   I
            Section
      1
            Amended
      February 21, 1963.Article  IV
            Section
      8
            Amended
      August 19, 1965.Article   V
            Section
      1
            Amended
      August 19, 1965.Article   I
            Section
      1
            Amended
      June 20, 1968.Article   I
            Section
      1
            Amended
      April 16, 1970.Article  II
            Section
      1
            Amended
      August 19, 1971.Article  II
            Section
      1
            Amended
      June 22, 1972.Article  II
            Section
      1
            Amended
      August 23, 1973.Article  II
            Section
      1
            Amended
      February 20, 1975.Article  II
            Section
      11
            Repealed
      August 21, 1975.Article
      VII
            Renum.
      Article VIII
            August
      21, 1975.Article
      VII
            Newly
      added
            August
      21, 1975.Article   I
            Section
      1
            Amended
      December 18, 1975.Article  II
            Section
      1
            Amended
      February 19, 1976.Article  II
            Section
      1
            Amended
      February 17, 1977.Article  IV
            Section
      3-11 renum.
            April
      21, 1977.Article  IV
            Section
      3
            Newly
      added April 21, 1977.Article  VI
            Section
      1
            Amended
      April 21, 1977.Bylaws
      restated in their entirety.Article  II
            Section
      1
            Amended
      February 16, 1978.Article  II
            Section
      1
            Amended
      February 15, 1979.Article  II
            Section
      1
            Amended
      August 23, 1979.Article
      III
            Section
      1
            Amended
      October 24, 1980.Article  IV
            Section
      1, 2 & 3
            Amended
      October 24, 1980.Article  II
            Section
      1
            Amended
      April 22, 1981.Article  II
            Section
      1
            Amended
      October 23, 1981.Article  IV
            Section
      1-12
            Amended
      October 23, 1981.Article  II
            Section
      1
            Amended
      January 21, 1983.Article  II
            Section
      1
            Amended
      May 22, 1985.Article  II
            Section
      1
            Amended
      April 17, 1986.Article  IV
            Section
      1 & 6-13
            Amended
      March 18, 1988, effective April 1, 1988.Article   V
            Section
      1
            Amended
      March 18, 1988, effective April 1, 1988.Article  VI
            Section
      2
            Amended
      March 18, 1988, effective April 1, 1988.Article  II
            Section
      1
            Amended
      April 18, 1989, effective April 19, 1989 (Spl. Mtg.)Article  II
            Section
      1
            Amended
      October 20, 1989.Article  II
            Section
      1
            Amended
      April 19, 1990.Article  II
            Section
      1
            Amended
      October 1, 1990.Article  II
            Section
      1
            Amended
      April 23, 1992.Article  II
            Section
      1
            Amended
      April 22, 1993.Article  II
            Section
      1
            Amended
      October 21, 1994.Article  II
            Section
      1
            Amended
      April 20, 1995.Article  II
            Section
      1
            Amended
      June 21, 1996.Article  II
            Section
      1
            Amended
      April 17, 1997.Article  II
            Section
      1
            Amended
      April 23, 1998.Article  II
            Section
      1
            Amended
      June 19, 1998.Article  II
            Section
      1
            Amended
      April 19, 2000.Article  II
            Section
      1
            Amended
      November 16, 2001.




13




Article  II
            Section
      1
            Amended
      November 22, 2002, effective January 1, 2003.Article
      I
            Section
      1
            Amended
      November 21, 2003Article  II
            Section
      1
            Amended
      April 29, 2004.Article  II
            Section
      1
            Amended
      May 25, 2006.Article  II
            Section
      1
            Amended
      April 18, 2008.Article  II
            Section
      1
            Amended
      April 23, 2009.







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