ML21354A760
| ML21354A760 | |
| Person / Time | |
|---|---|
| Site: | Palisades, Grand Gulf, Arkansas Nuclear, River Bend, Waterford, Big Rock Point  |
| Issue date: | 12/20/2021 |
| From: | Entergy Nuclear Operations |
| To: | Office of Nuclear Material Safety and Safeguards, Office of Nuclear Security and Incident Response |
| Shared Package | |
| ML21354A743 | List: |
| References | |
| CNRO2021-00028 | |
| Download: ML21354A760 (5) | |
Text
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STATE OF DELAWARE ' J SECRETARY OF ST.4.TE
\.)J DIVISION OF CORPORATIONS FILED 11:25 AM 05/09/2000 001234810 - 3225349 CERTIFICATE Of INCORPORATION OF ENTERGY NUCLEAlt OPMlATl0NS, INC.
FIRST: The name of the Corporation is Entergy Nuclear Operations, Inc.
(hereinafter the "Corporation").
SECOND: The address of the registered office of the Corporation in the State of Delaware is One Rodney Square, 10th Floor, Tenth & King Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is RL&F Service Corp.
THIRD: The purpose of the Corporalion is to engage in any }awful act or activity for which a corporation may be organized under the General Corporation Law of the State of Ddaware o.s set forth in Title 8 of the Delaware Code.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thou..,;;and 3,000 shares of capital stock having $.01 par value per share zind of one class; such class is hereby designated as common stock.
FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not Jess than one (t) nor more than fifteen ( 15) <lireclors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. J\ director shall hold office until the next succeeding annual meeting of stockholders and until hh successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office.
Vacancies occurring in the Board of Directors and newly created directorships resulting from an increa.,:;c in the authorized number of directors may be filled by a majority of the directors then in.
office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified.
SIXTH: It,, furtherance and not in !imitation of the powers conferred by stat1.ite, the Uoard of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly confem:d upon thein, the directors are hereby empowered to exercise all such powers and do all such acts nnd thing5 as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the stat\.ttcs of Delaware, this Certificate oflncorporation, and by any Bylaws adopted by the stockholders; provided. hov.evcr, that no Bylaws hereafter
FAX adoplcd by the stockholders or otherwise shall invalicbte any prior act of the directors which would have been valid if such Bylaws had not been adopted.
SEVENTH: Notwithstanding any other provision of this Certificate ofJncorporation or the By laws of the Corporation to the contrary, no action required to be taken or which may be taken ut any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a tneeling except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporntion entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annnal meeting of stockholders where holders of aU out.standing stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Doard of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting.
EIGllTll: A. To the fullest extent authorized or pcrrrrittcd by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director or the Corporation shall not be pcrsonaHy liable to the Corporation or its stockhohlcrs for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or proteclion of a director of the corporation existing at the time of such repeal or modification.
B. 1be Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has cease<l to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided. howevet*, that, except for proc~cdings to enforce rights to in<lemnification, the Corporation shall not he ob\igaied to indemnify any director or officer (or his or her heirs, executors or administrators) in connection wilh a proceeding (or part thereof) initiated by such person unless st1ch procee.ding (or part lhcreof) was
£\uthorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
FAX NO. P. 05 The Corporation may, to the extent authorized fro1n time to time by the Board of Directors, provide rights to indemni.fication and the to advancement of expenses to employees aud agents of the Corporation who are not directors or officers similar to those conferred in this Section 13 of Article EIGHTH to directors and officers of the Corporation.
The rights to indemnification and to the advancement of expenses conferred in this Section B of Article ETGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate oflnoorporation. the Bylaws, any statute. agreement, vote of stockholders or disinterested directors, or olherwise.
Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation sha!l not adversely affect any rigbL-; to indemnification and advancement of expenses of a director or officer of the Corporation existing purisuant to this Section B of Article EIGlITH with respect to any acts or omissions occurring prior to such repeal or modification.
C. The Corporation may maintain insurance,, at itc; expense. to protect itself and any director. officer, employee or agent of the Corporation or another corporation, partnCTShip.joint venture. tmst. employee benefit plan or other enterprise ag-~nst atty ex.pense, liability or loss.
whelhcr or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation rnay also obtain a letter of credit. act as self-insurer, create a reserve> trus~ escrow, cash collateral or other fwld or account. enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any the mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the f\oard of Directors shall deem appropriate for I.he protection of any or all such persons.
NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative voto of1hc holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director.
TENTH: The name of the Incorpomtor is Denise C. Redmann and her mruling address is c/o Entergy Services, lnc., 639 Loyola Avenue, New Orleans, Louisiana 70113.
EI,EVF-NTH: Meetings of stockholders may be held within or without the State of l.)elaware, as the Byiaws may provide. Tite books of the Corporation may be kept (subject to any provision contained in the Oencral Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Doard of Directors or in the Bylaws of the Corporation.
P.
TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporatiori., in lhc manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subjec1. to this reservation.
THE UNDERSIGNED, being the Incorporator hereinbeforc named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts bercin stated arc true, and accordingly have hereunto set my hand this ~ a y of May 2000.
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Denise C. Redmann - [ncorporator Witness:
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TWELFTH: 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.
THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do 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 my hand this O~ay of May 2000.
Denise C. Redmann - Incorporator Witness:
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