ML19346G599
| ML19346G599 | |
| Person / Time | |
|---|---|
| Site: | Callaway  |
| Issue date: | 08/07/1995 |
| From: | Matthew Gordon Ameren Corp, Ameren Missouri, Arch Holding Corporation, Union Electric Co |
| To: | Office of Nuclear Security and Incident Response |
| Shared Package | |
| ML19346G584 | List: |
| References | |
| ULNRC-06556 | |
| Download: ML19346G599 (7) | |
Text
Enclosure 5 to ULNRC-06556 ARTICLES OF INCORPORATION - AMEREN CORPORATION DATED 08/07/1995 Enclosures 1, 2, 12, and 13 to this letter contain sensitive information.
Withhold from public disclosure under 10 CFR 2.390.
Upon removal of Enclosures 1, 2, 12, and 13, this letter is uncontrolled.
SENSITIVE INFORMATION - WITHHOLD FROM PUBLIC DISCLOSURE UNDER 10 CFR 2.390
ARTICLES OF INCORPORATION OF ARCH HOLDING CORP.
FILED AND CERTIFICATE OF INCORPORATION ISSUED AUG 071995
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\\~cRET MY oF STAT!0 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
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50,000,000 shares shall be shares of preferred stock, ~~r v~iue $.01 per;~~~; ("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.
- J'-JJ, 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.
Mark Gordon Incorporator State of ~ Gvv \\A O ((c::..
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County of N e+v ~ t)yf::.,_
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, a Notary Public, do hereby certify that on this~
day of B l{j (15T
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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.
My commission expi res u/01{'17 CATHERINE R. POMIUO
- Notary Public. State of New Yolk No. 24 4843911
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FILED AND CERTIFICATE OF INCORPORATION ISSUED AUG 07 1995
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\\~CRETA~Y OF STAT~
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. No.
- 00414845 S.0.S. #:!O Rebecca McDowell Gook Secretary of State CORPORATION DIVIS ION CERTIFICATE OF INCORPORATION WHEREAS, DUPLICATE ORIGINALS OF. ARTICLES OF INCORPORATION OF ARCH HOLDING CORP.
HAVE B~EN RECEIVED*AND FILED IN THE OFFICE* OF THE SECREtARY OF
- STATE, WHICH ARTICLES~ IN ALL RESPECTS, COMPLY WITH THE REOUIREM~NTS OF GENERAL AND BUSI NESS CORPORATION LAWf
- NOW, THEREFORE, I, REBECCA McDOWELL COOK, SECRETARY OF.STATE OF THE STATE-OF MISSOURI, BY VIRTUE OF THE: AUTHOR I TY VESTED IN ME BY LAW, DO HEREBY CERTIFY AND DECLARE THIS ENTITY A BODY
- coRPORATE, 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,.. I HAVE SET MY HAND AND IMPRINTED THE GREAT SEAL OF THE STATE OP MISSOURI, ON THIS, THE 7TH DAY OF.AUGUST, 1995,