ML22349A629

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Enclosure 5 - Articles of Incorporation Ameren Corporation Dated 08/07/1995
ML22349A629
Person / Time
Site: Callaway Ameren icon.png
Issue date: 12/15/2022
From: Matthew Gordon
Ameren Missouri, Union Electric Co
To:
Office of Nuclear Reactor Regulation, Office of Nuclear Security and Incident Response
Shared Package
ML22349A623 List:
References
ULNRC-06788
Download: ML22349A629 (1)


Text

Ameren Missouri (Union Electric Company)

Callaway Plant ARTICLES OF INCORPORATION AMEREN CORPORATION DATED 08/07/1995 ULNRC-06788 Page 1 of 7 6 pages follow this cover page

ARTICLES OF INCORPORATION OF ARCH HOLDING CORP.

FILED AND CERTIFICATE OF INCORPORATION ISSUED AUG O 7 1995 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 11 Corporation 11 ) is:

Arch Holding Corp.

ARTICLE II The address of the Corporation's registered office in the State of Missouri is 7733 Forsyth Blvd., Clayton, Missouri 63105.

The name of the Corporation's registered 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,.. par--vaiue $.01 per iia; ("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 j Gvv }AO (k..

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hereby certify that on thisk

, a Notary Public, do day of f}(J51 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. lNotary Public My commission expires u/01/q7 CATHERINE R. POMILIO

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  • Notary Public, State of New Yolk No. 24-4943917

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00414845 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, WHICH ARTICLES IN ALL RESPECTS, COMPLY WITH THE REQUIREMNTS OF GENERAL AND BUSINESS CORPORATION LAW; 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

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. Secretary of State

 *

$2793, 00 * *

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