ML22349A630
| ML22349A630 | |
| Person / Time | |
|---|---|
| Site: | Callaway  |
| Issue date: | 12/15/2022 |
| From: | 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: ML22349A630 (1) | |
Text
ULNRC-06788 Page 1 of 6 Ameren Missouri (Union Electric Company)
Callaway Plant ARTICLES OF INCORPORATION AMEREN CORPORATION RESTATED 10/17/1995
ULNRC-06788 Page 2 of 6 RESTATED ARTICLES OF INCORPORATION OF AMEREN CORPORATION Pursua nt to the provis ions of ~ection 351.10 7, R.S.Mo . 1986, as amende d, the unders igned Corpor ation, with the consen t of holder s of all of the outstan ding shares of the Corpo ration' s capita l stock, restate s its Articl es of Incorp oration as follow s:
FIRST That the name of the Corpor ation shall be AMEREN CORPORATION.
SECOND That the registe red office of the Corpor ation in the State of Missou ri shall be 1901 Choute au Avenue , St. Louis, Missou ri 63103, and the name of the registe red agent at such addres s shall be William E . Jaudes .
THIRD That the aggreg ate number of shares which the Corpo-ration has the author ity to issue is 500,00 0,000 classi fied into 400,00 0,000 shares of Common Stock, $.01 par value per share, and 100,00 0,000 shares of Prefer red Stock, $.01 par value per share.
(a) Shares of Prefer red Stock may be issued from time to time in one or more series . The Board of Direct ors of the Corpor ation (herei nafter referre d to as the "Board" } is hereby author ized to fix the voting rights , if any, design a-tions, powers , prefere nces and the relativ e, partic ipatin g, option al or other rights , if any, and the qualif ication s, limi-tation s or restric tions thereo f, of any unissu ed series of Pre-ferred Stock; and to fix the number of shares consti tuting such series , and to increa se or decrea se the number of shares of any such series (but not below the number of shares thereo f then outstan ding). The number of shares of Prefer red Stock may be increa sed withou t the consen t of the holder s of any class or series of Prefer red Stock unless the resolu tion creatin g such
ULNRC-06788 Page 3 of 6 class or series of Preferre d Stock specific ally provide s to the contrary .
(b) Except as otherwis e provided by law or by the resoluti on or resoluti ons adopted by the Board designa ting the rights, powers and preferen ces of any series of Preferre d Stock, the Common Stock shall have the exclusiv e right to vote for the election of directo rs and for all other purpose s. Each share of Common Stock shall have one vote on all matters , in-cluding the election of director s, and the Common Stock shall vote together as a single class. The holders of Common Stock (and, unless specific ally provided to the contrary , the holders of any class or series of Preferre d Stock permitte d to vote for the election of director s) will not be entitled to cumulate votes for the election of directo rs.
(c) Except as provided by law or by the resoluti on or resoluti ons adopted by the Board designa ting the rights, powers and preferen ces of any series of Preferre d Stock, the holders of Preferre d Stock shall not be entitled to any preemp-tive or prefere ntial right to subscrib e to or purchase shares of any class or series of stock of the Corpora tion, now or hereafte r authoriz ed, or any series convert ible into, or warrants or other evidenc es of optiona l rights to purchas e, or subscrib e to, shares of any class or series of stock of the Corpora tion now or hereaft er authoriz ed. The holders of Common Stock shall not be entitled to any preempt ive on prefere ntial right to subscrib e to or purchase shares of any class or series of stock of the Corpora tion, now or hereaft er authoriz ed, or any series convert ible into, or warrant s or other evidence s of optiona l rights to purchas e, or subscrib e to, shares of any class or series of stock of the Corpora tion now or hereafte r authoriz ed.
FOURTH That the name and mailing address of the incorpo rator is:
NAME MAILING ADDRESS Mark Gordon, Esq. c/o Wachtel l, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019
ULNRC-06788 Enclosure 6 Page 4 of 6 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 number and in the manner provided by the By-laws of the Corporation, as amended, and written notice shall be given to the Secretary 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 directorship s, 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 Acquisitions Procedures - Exception", shall not apply to the Corporation.
NINTH 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 consents in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
ULNRC-06788 Enclosure 6 Page 5 of 6 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 rll.EO AND CERTIFICATE ISSUED By:
OCT 1 ~ 1995 0 fj,1 Y.
i ,~l.:,ec.i..c.__ /'1ff)owt.
SECRETA~Y OF STATE
({ /1 L--Q) i And:
STATE OF MISSOURI )
) ss CITY OF ST. LOUIS )
On this /1,,-t/{_day 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 Board of Directors, and said Donald E. Brandt acknowledged said instrument to be the free act and deed of said corporation.
William E. Jaudes/1 STATE OF MISSOURI )
) ss CITY OF ST. LOUIS )
I, Deborah L. Anzalone, a Notary Public, do hereby certify that on this /71L day of October, 1995, personally appeared before me WilliamE. Jaudes who, being by me first duly sworn, declared that he is the Secretary of Ameren Corporation and acknowledged that he executed the foregoing secretary's attested to and executed the within and deed of said corporation.
f_
I .
~ (J - .7 D ~rah--L.*. Anzalorf
- 4 -
DEBORAH L. ANZALONE NOTAiW PUSLIC-STATE OF MISSOURI ST. LOUIS COUN1Y MY COMMISSION EXPIRES APR.18, 1998
ULNRC-06788 Page 6 of 6 The Resta ted Artic les of Incor porat ion were adopt ed by the unani mous writt en conse nt of the share holde rs dated as of Septe mber 20, 1995.
Of the 100 share s outst andin g, 100 of such share s were entit led to vote on and/o r conse nt to adopt ion of the Resta ted Artic les of Incor porat on.
The numbe r of outst andin g share s of any class entit led to vote and/o r conse nt there on as a class were as follo ws:
Class Numb er of Outst andin g Share s Common Stock 100 The numbe r of share s voted for and again st the adopt ion of the Resta ted Artic les of Incor porat ion was as follo ws:
Class No. Voted For No. Voted Again st Common Stock 100 None