ULNRC-06400, Enclosure 5: Articles of Incorporation - Ameren Corporation Dated 08/07/1995

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Enclosure 5: Articles of Incorporation - Ameren Corporation Dated 08/07/1995
ML17362A062
Person / Time
Site: Callaway Ameren icon.png
Issue date: 08/07/1995
From:
Ameren Corp
To:
Office of Nuclear Security and Incident Response
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ML17362A053 List:
References
ULNRC-06400
Download: ML17362A062 (7)
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Enclosure 5 to ULNRC-06400 ARTICLES OF INCORPORATION -AMEREN CORPORATION DATED 08/07/1995 ARTICLES OF INCORPORATION OF ARCH HOLDING CORP. FILED AND CERTIFICATE OF INCORPORATION ISSUED AUG O 7 1995 <Z e u r_ (Y}/C>>-t-f

{ t(f)? \~cRETA~Y OF STATE) I, the undersigned, of the age eighteen years or more, for the purpose of forming a corporation under The General and Business Corporation Law of Missouri, adopt the following Articles of Incorporation.

ARTICLE I The name of the corporation (which is hereinafter referred to as the "Corporation")

is: Arch Holding Corp. ARTICLE II The address of the Corporation's registe~~d-office

    • in the State of Missouri is 7733 Forsyth Blvd., Clayton, Missouri 63105. The name of the Corporation's r.egistered agent at such address is The Corporation Company. ARTICLE III Section 1. The Corporation shall be authorized to issue 550,000,000 shares of capital stock, of which 50,000,000 shares shall be shares of preferred stock, v~iue $.01 per -share ("Preferred Stock") and 500,000,000 shares shall be shares of common.stock, par value $.01 per share ("Common Stock") . Section 2. Shares of Preferred Stock may be issued from time to time in one or more. series, with such distinctive serial designations as shall be set forth in the resolution or resolutions from time to time adopted by the Board of Directors providing for the issue of such stock or in such other intrument providing for the issue of such stock as may be required by law. In any such resolution or other such instrument providing for the issue of Preferred Stock, the Board of Directors is hereby authorized to fix the voting rights, if any, dividend rate, if any, designations, powers, preferences and the relative, participation, special or relative rights, including convertible rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued series of Preferred Stock; and to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).

The number of shares of Preferred Stock may be increased without the consent of the holders of any class or series of Preferred Stock unless the resolution creating such class or series of Preferred Stock specifically provided to the contrary.

ARTICLE IV The name and mailing address of the incorporator is Mark Gordon, Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019. ARTICLE V The number of the Board of Directors shall be fixed at four or at the number and in the manner provided by the By-laws of the Corporation, and written notice shall be given to the Secretary of State of Missouri of the number of the Board of Directors within thirty (30) calendar days of the fixing of such number. The Board of Directors shall have the power to make, alter, amend or repeal the By-laws of the Company. ARTICLE VI The Corporation shall have perpetual existence.

ARTICLE VII The purpose of the Corporation shall be to engage in any lawful activity for which corporations may be organized and incorporated under The General Business and Corporation Law of Missouri.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this fifth day of August, 1995. Incorporator State of Gvv \10 ((c_ U 1,-)ss. County of N -, c\'1"--) I, Q~(~ l.~D~iL'()

hereby certify that on this~ , a Notary Public, do day of BC§,l5' / , 1R~, personally appeared before me MARK GORDON who being by me first duly sworn, declared that he is the person who signed the fore-going documents as incorporator, and that the statements therein contained are true. / Notary Public My commission expires fl/01(q7 CATHERINE R. POMIUO

  • Notary Public. State of New York .. No. 24-4943917
    • eomm:'*1eJ;:!t:=.,ai1:

FILED AND CERTIFICATE OF INCORPORATION ISSUED AUG O 7 1995 ?teu~ (rf&~r( ~6)? \~cRETA~Y OF STATE)

  • _ No.
  • 00414845 s.o.s. nao Rebecca McDowell Cook Secretary of State CORPORATION DIVISION CERTIFICATE OF INCORPORATION WHEREAS; DUPLICATE ORIGINALS OF ARTICLES OF INCORPORATION OF ARCH HOLDING CORP. HAVE BEEN RECEIVED-AND FILED IN THE OFFICE OF THE SECRETARY OF -STATE J WHICH ART I CLEs*J IN ALL RESPECTS J COMPLY WI TH THE REOUIREM~NTS OF GENERAl AND BUSINESS CORPORATION LAWf NOWJ THEREFORE)

IJ REBECCA McDOWELL COOKJ SECRETARY OF.STATE OF THE STATE* OF MISSOURI, BY VIRTUE OF THE AUTHOR I TY VESTED IN ME BY LAWJ DO HEREBY CERTIFY AND DECLARE THIS ENTITY A BODY . *coRPORATEJ DULY ORGANIZED THIS* DATE. AND THAT IT IS ENTITLED TO ALL RIGHTS AND PRIVILEGES GRANTED CORPORATIONS ORGANIZED UNDER* THE GENERAL "AND BUSINESS CORPORATION LAW* IN TESTIMONY WHEREOF J .. I HAVE SET MY HAND AND IMPRINTED THE GREAT SEAL OF THE STATE OP MISSOURI)

ON THIS, THE 7TH DAY OF AUGUST) 1995* *. . ~.J'f\b.Jl Secretary of State * $2793-00 .

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