ML20353A362
| ML20353A362 | |
| Person / Time | |
|---|---|
| Site: | Callaway  |
| Issue date: | 10/17/1995 |
| From: | Ameren Missouri, Union Electric Co |
| To: | Office of Nuclear Security and Incident Response |
| Shared Package | |
| ML20353A355 | List: |
| References | |
| ULNRC-06624 | |
| Download: ML20353A362 (6) | |
Text
Enclosure 6 to ULNRC-06624 ARTICLES OF INCORPORATION AMEREN CORPORATION RESTATED 10/17/1995
RESTATED ARTICLES OF INCORPORATION OF AMEREN CORPORATION Pursuant to the provisions of Section 351.107, R.S.Mo. 1986, as amended, the undersign ed Corporation, with the consent of holders of all of the outs tanding shares of the Corporations capital stock, restates its Articles of Incorporation as follows:
FIRST That the name of the Corporation sha ll be AMEREN CORPORATION.
SECOND That the registered office of the Corp State of Missouri shall be 1901 Chouteau oration in the Avenue, St. Louis, Missouri 63103, and the name of the registered agent at such address shall be William E. Jaudes.
THIRD That the aggregate number of shares which the Corpo ration has the authority to issue is 500,000,000 classified into 400,000,000 shares of Common Stoc k, $.01 par value per share, and 100,000,000 shares of Prefe rred Stock, $.01 par value per share.
(a) Shares of Preferred Stock may be issue time to time in one or more series. d from The Board of Directors of the Corporation (hereinafter referred to as the Board) is hereby authorized to fix the voting rights, if any, designa tions, powers, preferences and the rela tive, participating, optional or other rights, if any, and the qualifications, limi tations or restrictions thereof, of any unissued series of Pre ferred 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 num ber of shares thereof then outstanding) . The number of shares of Preferred increased without the consent of the Stock may be holders of any class or series of Preferred Stock unless the resolution creating such
class or series of Preferred Stock specifically prov ides to the contrary.
(b) Except as otherwise provided by law or by the resolution or resolutions adopted by the Board desig nating the rights, powers and preferences of any series of Prefe rred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all othe r purposes. Each share of Common Stock shall have one vote on all matters, in-chiding the election of directors, and the Comm on Stock shall vote together as a single class. The holders of Common Stock (and, unless specifically provided to the contrary, the holders of any class or series of Preferred Stock perm itted to vote for the election of directors) will not be entitled to cumulate votes for the election of directors.
fc) Except as provided by law or by the resolution or resolutions adopted by the Board designatin g the rights, powers and preferences of any series of Prefe rred Stock, the holders of Preferred Stock shall not be entitled to any preemp tive or preferential right to subscribe to or purchase shares of any class or series of stock of the Corporati on, now or hereafter authorized, or any series convertib le into, or warrants or other evidences of optional rights to purchase, or subscribe to, shares of any class or series of stock of the Corporation now or hereafter authorized. The holders of Common Stock shall not be entitled to any preemptive on preferential right to subscribe to or purchase shares of any class or series of stock of the Corporation, now or hereafter authorized, or any series convertible into, or warrants or othe r evidences of optional rights to purchase, or subscribe to, share s of any class or series of stock of the Corporation now or hereafter authorized.
FOURTH That the name and mailing address of the inco is: rporator NAME MAILING ADDRESS Mark Gordon, Esq. do Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 FIFTH That, except as otherwise provided by the resolution or resolutions adopted by the Board designating the rights, powers and preferences of any series of Preferred Stock, the number of the Board shall be fixed at fifteen or at the numbe r
and in the manner provided by the By-laws of the Corporation, as amended, and written notice shall be given to the Secreta ry of State of Missouri of the number of the Board within thirty (30) calendar days of the fixing of such number. The Board shall have the power to make, alter, amend or repeal the By-laws of the Company. Vacancies in the Board, including vacan cies created by newly created directorships, shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
SIXTH That the Corporation shall have perpetual existence.
SEVENTH That the purpose of the Corporation shall be to en-gage in any lawful activity for which corporations may be orga nized and incorporated under laws of Missouri.
EIGHTH That the provisions of Missouri General and Business Corporation Law Section 351.407, Control Shares Acquis itions Procedures - Exception, shall not apply to the Corporation.
TINTH That any action required to be taken by stockholders at any meeting of stockholders of the Corporation, or any action which may be taken by stockholders at any such meeting, may be taken without a meeting, provided that consen ts in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respec t to the subject matter thereof.
TENTH That the Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, and supersede the original Articles of Incorporation and all amendments thereto.
Dated: October 17, 1995 AMEREN RPORATION rILEDANDCERTWJCATE By :
- [fri And :
Secretary
- bCRETANY OF STATE)
STATE OF MISSOURI )
) 55 CITY OF ST. LOUIS )
On this jj-é1day of October, 1995, before me appeared Donald E. Brandt, to me personally known, who, being by me duly sworn, did say that he is President of Ameren Corporation and that said instrument was signed on behalf of said Corporation by authority of its Boárd of Directors, and said Donald B. Brandt acknowledged said instrument to be the free act and deed of said corporation .
William E. Jaudes/
STATE OF MISSOURI )
) 55 CITY OF ST. LOUIS )
I, Deborah L. Anzalone, a Notary Public, do hereby certify that on this J?,i,L day of October, 1995, personally appeared before me William E. Jaudes who, being by me first duly sworn, declared that he is the Secretary of Ameren Corporation and acknowledged that he executed the foregoing secretarys certificate, and that he attested to and executed the within document as the free act and deed of said corporation.
)t1I1I
,. rL1ZC 4
DEBORAH L. ANZALONE NOTARY PUBLIOSIAIE Of M$SSOURI ST. LOUiS COUNTY MY COMMiSSION EXPIRES APR. 18,1998
1 The Restated Articles of Inc orporation were adopted by the unanimous wri tten consent of the shareholders dated as of Sep tember 20, 1995.
- 2. Of the 100 shares outstandin g, 100 of such shares were entitled to vote on and
/or consent to adoption of the Restated Art icles of Incorporaton.
The number of outstanding sha res of any class entitled to vote and/or con sent thereon as a class were as follows:
Class Number of Outstanthng Shares Common Stock 100 3_ The number of shares voted for and against the adoption ot the Restated Art icles of Incorporation was as follows:
Class No. Voted For o. Voted Against Common Stock 100 None