ML15364A272
Text
Enclosure 10 to ULNRC-06272 Articles of Incorporation Ameren Corporation Restated 10/17/1995
Enclosure 10 to ULNRC-06272 RESTATED ARTICLES OF INCORPORATION OF ANEREN CORPORATION Pursuant to the provisions of section 351.107, R.S.Mo. 1986, as amended, the undersigned Corporation, with the consent of holders of all of the outstanding shares of the Corporations capital stock, restates its Articles of Incorporation as follows:
FIRST That the name of the Corporation shall be AMEREN CORPORATION.
SECOND That the registered office of the Corporation in the State of Missouri shall be 1901 Chouteau 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 class ified into 400,000,000 shares of Common Stock, $.01 par valu e per share, and 100,000,000 shares of Preferred Stock,
$.01 par value per share.
a) Shares of Preferred Stock may be issued from time to time in one or more series. 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 relative, parti cipating, optional or other rights, if any, and the qualifications
, limi tations or restrictions thereof, of any unissued serie s of Pre ferred Stock; and to fix the number of shares constituti ng such series, and to increase or decrease the number of shares of any such series (but not below the number of shares there of 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
Enclosure 10 to ULNRC-06272 class or series of Preferred Stock specifically provides to the contrary.
(b) Except as otherwise provided by law or by the resolution or resolutions adopted by the Board designating the rights, powers and preferences of any series of Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote on all matters, in cluding the election of directors, and the Common 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 permitted to vote for the election of directors) will not be entitled to cumulate votes for the election of directors.
(c) Except as provided by law or by the resolution or resolutions adopted by the Board designating the rights, powers and preferences of any series of Preferred 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 Corporation, now or hereafter authorized, or any series convertible 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 other eviden ces of optional rights to purchase, or subscribe to, shares of any class or series of stock of the Corporation now or hereaft er authorized.
FOURTH That the name and mailing address of the incorporator is:
NAME MAILING ADDRESS Mark Gordon, Esq. do Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Enclosure 10 to ULNRC-06272 F I FTH 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 directorships, shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
SI XTH 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 all of the shareholders entitled to vote with respect to the by subject matter thereof.
Enclosure 10 to ULNRC-06272 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 ANEREN RPORAT rILED AND CERTtFJCATE IssuED By:
President OCT iJ 1995
?riicc 1111.. it ,-i And:
I (jj( Secretary ECRETA)Y OF STATE STATE OF MISSOURI )
On this /7bday 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 Aineren Corporation and that said instrument was signed on behalf of said Corporation by authority of its Board of Directors, and said Donald B. Brandt acknowledged said instrument to be the free act and deed of said corporation.
%i%
William B. Jaudes STATE OF MISSOURI F
I, Deborah L. Anzalone, a Notary Public, do hereby certify that on this /7/,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.
4 DEBORAH L. ANZALONE NOTARY PUBLICSTATE Of MISSOURI ST. LOUIS COUNTY MY COMMISSION EXPIRES APR.18, 1998
Enclosure 10 to ULNRC-06272
- 1. The Restated Articles of Incorporation were adopted by the unanimous written cons ent of the shareholders dated as of September 20, 1995.
- 2. Of the 100 shares outstanding, 100 of such shares were entitled to vote on and/or cons ent to adoption of the Restated Articles of Incorporaton.
The number of outstanding shares of any class entitled to vote and/or consent thereon as a class were as follows:
Class Number of Outstanding Shares Common Stock 100
- 3. The number of shares voted for and against the adoption of the Restated Articles of Incorporation was as follows:
Class No. Voted For No. Voted Against Common Stock 100 None 0
to ULNRC-06272 Articles of Incorporation Ameren Corporation Restated 10/17/1995
Enclosure 10 to ULNRC-06272 RESTATED ARTICLES OF INCORPORATION OF ANEREN CORPORATION Pursuant to the provisions of section 351.107, R.S.Mo. 1986, as amended, the undersigned Corporation, with the consent of holders of all of the outstanding shares of the Corporations capital stock, restates its Articles of Incorporation as follows:
FIRST That the name of the Corporation shall be AMEREN CORPORATION.
SECOND That the registered office of the Corporation in the State of Missouri shall be 1901 Chouteau 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 class ified into 400,000,000 shares of Common Stock, $.01 par valu e per share, and 100,000,000 shares of Preferred Stock,
$.01 par value per share.
a) Shares of Preferred Stock may be issued from time to time in one or more series. 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 relative, parti cipating, optional or other rights, if any, and the qualifications
, limi tations or restrictions thereof, of any unissued serie s of Pre ferred Stock; and to fix the number of shares constituti ng such series, and to increase or decrease the number of shares of any such series (but not below the number of shares there of 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
Enclosure 10 to ULNRC-06272 class or series of Preferred Stock specifically provides to the contrary.
(b) Except as otherwise provided by law or by the resolution or resolutions adopted by the Board designating the rights, powers and preferences of any series of Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote on all matters, in cluding the election of directors, and the Common 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 permitted to vote for the election of directors) will not be entitled to cumulate votes for the election of directors.
(c) Except as provided by law or by the resolution or resolutions adopted by the Board designating the rights, powers and preferences of any series of Preferred 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 Corporation, now or hereafter authorized, or any series convertible 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 other eviden ces of optional rights to purchase, or subscribe to, shares of any class or series of stock of the Corporation now or hereaft er authorized.
FOURTH That the name and mailing address of the incorporator is:
NAME MAILING ADDRESS Mark Gordon, Esq. do Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Enclosure 10 to ULNRC-06272 F I FTH 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 directorships, shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
SI XTH 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 all of the shareholders entitled to vote with respect to the by subject matter thereof.
Enclosure 10 to ULNRC-06272 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 ANEREN RPORAT rILED AND CERTtFJCATE IssuED By:
President OCT iJ 1995
?riicc 1111.. it ,-i And:
I (jj( Secretary ECRETA)Y OF STATE STATE OF MISSOURI )
On this /7bday 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 Aineren Corporation and that said instrument was signed on behalf of said Corporation by authority of its Board of Directors, and said Donald B. Brandt acknowledged said instrument to be the free act and deed of said corporation.
%i%
William B. Jaudes STATE OF MISSOURI F
I, Deborah L. Anzalone, a Notary Public, do hereby certify that on this /7/,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.
4 DEBORAH L. ANZALONE NOTARY PUBLICSTATE Of MISSOURI ST. LOUIS COUNTY MY COMMISSION EXPIRES APR.18, 1998
Enclosure 10 to ULNRC-06272
- 1. The Restated Articles of Incorporation were adopted by the unanimous written cons ent of the shareholders dated as of September 20, 1995.
- 2. Of the 100 shares outstanding, 100 of such shares were entitled to vote on and/or cons ent to adoption of the Restated Articles of Incorporaton.
The number of outstanding shares of any class entitled to vote and/or consent thereon as a class were as follows:
Class Number of Outstanding Shares Common Stock 100
- 3. The number of shares voted for and against the adoption of the Restated Articles of Incorporation was as follows:
Class No. Voted For No. Voted Against Common Stock 100 None