ML20076B135
| ML20076B135 | |
| Person / Time | |
|---|---|
| Site: | Saxton File:GPU Nuclear icon.png |
| Issue date: | 10/23/1959 |
| From: | Neidig R SAXTON NUCLEAR EXPERIMENTAL CORP. |
| To: | |
| Shared Package | |
| ML20071H103 | List: |
| References | |
| FOIA-91-17 NUDOCS 9107110016 | |
| Download: ML20076B135 (49) | |
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# D,r er ,,%:w Application for Rosetor Construction Permit and Operating License
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Docket No. 50-1L6 - Amenssent No. 2 The above entitled application, dated July 23, 1959, is hereby amended by adding the following appendices thereto APPEC II J. Py-Laws of Saxton holear hperimental CorpormLion. APPE C H K. hcorpt from Minutes of Meeting of the Board of DLrectors of Jersey Central Power & Light Compa.ny held on September 2he 1959. APPENDH L. heerpt from Minutes of Meeting of the Board of Directors of New Jersey Power & Light Compaq held on September 24, 1959. APPENDH M. heerpt Dom Minutes of Meeting of the Board ef Directors of Pennsylvania Doctric Compaq held on June 8,1959. APPENDH N. heerpt from Mirmtee of Meeting of the Board of Directors of Metropolitsa Edison Compe.ny held on August h,1959. APPENDH 0. heerpt from Minutes of Meeting of the Beard of Directors of Sarton Puelear'hterimental Corporation held on June 2, 1959. APPEE H P. Unanimous consent of Directors of Sax'on Nuclear Experimental Corporation duly executed under date of October 23, 1959. 51ITON NUCLEAR EIPERIMD'TAL CORPORATION Py /s/ R. E. Neidir Attests f(%Sy --
,. President ,
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/s/ E. L. Barth .oM ,
F 5ecretary 6"
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Sworn and subscribed to be?o;r,y.,'this e me 23rd day of October 1959.
/s/ Martin A. Kohr (S I A L) Notary Pu m e .
Muhleaberg Township, Berks County itP Commission Expires Teb. L,1962 lt 9107110016 910506 PDR FOIA . DEKDK91-17 PDR
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Je 0[r Cs e mc;/W ,gg. I 4 SAX 1VN NUC12AR EXPERDIENTAL CORPORATION BY. LAWS
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f e e s ., e SAXTON N";UMt WDdMD!TAL C0110 HAT 10N
!!T-LAWS ,
i$thtt The refi stered effice of the Corporation shall be in Muhler.terg Town. 1 ship, berks County, Fe,ssylvania. The Corporation may also have offices at such r'ther p1 mees as the Board of Directors may from tite to time designate or the business of the Ccrpcration pay require. Idil 2 The corporate seal shall have inseribed thereon iLe name of the Cor-fontion,9 he year a of its organisation, and the words " Corporate Seal" and "l'entrylvania i . If authorised t'y the Doard of Directors, the corporate seal may 14 affixej to any certificates of stock, bonds, d6t>entures, notes or other engraved,11thograped or printed instrunerts, by orgraving,11thographing or printire thereon suen seal or a facsimile thereof, and such seal or facsimile thereof so ergraved,11thographed o* printed thereon shall have the skme force and offset, for all purposes, as if such corporate seal had been affixed there-to by indentation. St o4helders' Peetirre
- 3. All nestinf o of stockholders shall 14 held at the registered office of the Corporation er at such other place within or without the Connonwealth of fennsylvania as shall be fixed by the Bot.rd of Directors. Such sesetings shall to presided over by the Chairman cf the Board or, in his absence, ty the President or a Vice President.
- 4. Annual meetings of stockholders shall be bald on the second Monday of April in each year, if not a legal holiday, and, ir a legal holiday, then on x
the next business day folleving, at 2:00 o' clock in the afternoon. At the annual meeting the stockholders entitled te vote shall elect by ballot a Boa'.1$ of Directors and transact such other business as may properly be brought before the meeting. Prior to any ineetire of stockholders at whleh an election of directors is to be held, the Doard of Directors shall appeint three inspectors of election to serve at such meeting. If there be a failure to appoint in-spectors or if any inspector 14 absent or refuse to act or if his office be-comes vacant, the stockholders present at the meeting, by a per espita vote, sha)1 choose terporary inspectors of the number required. No director or officer of the Corporation shall be eligible to appointrient or election as an inspector.
$. Except as otherwise provided by law or by the Articles of Incorpora.
tion, the holders of a pajority of the shares of steek of the Corporation 1 saved and outstanding and entitled to vote, present in person er by proxy, shall be requisite for, and shall constitute a quorum at, any meetirq of the stockholders. If, however, the holders of a majority of such shares of stock shall not be present or represented by prory at any such nieeting, the stocA-hovers entitled i i vote thereat, present in person or by prory, shall have power, by vote of the holders of a majority of the shares of capital stock present er represented at the toeeting, to adjourn the meeting frott time to time 1 ,
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without notice other than announcecont at the meeting, until the holders of the amount of stock requiette to constitute a quorum, se afor6seti, shall be present in person or by proxy, provided, however, that in the case of any meeting celled for the election of directors those who attend the second of such adjourned e,eetings, although less than a quorum as fised by this Section 3, shall, never. . ' theless, constitute e quorum for the purpose of electing directore, and provided further, that any meeting at which directors are to be elected shall be adjournet . only from day 'to say or for such longer periode not esteeding fifteen (13) doye J each, se the holders of a rajority of shares present in person or by prosy shall direct, untti such directors have been elect 6d. At any adjourned meeting at which such quorust shall be present, in person or b
- prosy, any business may be r transacted which wight have 1,een transacted at the .necting as originally noticed,
- 6. At each emeting of stockholders each holder of record of shares of capital stock then entitled i vote shall be entitled to vote in person, or by prosy appointed by instrument osecuted in writing by such stockholder or by his duly autherleed attorneys but no proxy shall be valid after the espiration of eleven months from the date of its execution unless the stockholder executing it shall have empreesty specified therein the length of time it is to continue in force, which shall be for some specified period. In all electione for .
directors, each member having a right to vote shall be entitled to se ciany votes se shall equal the nuraber of votes which he would be antitled to cast for the election of directore with respect to his shares of stock multiplied by the number of directors to be elected, and he n.ay cast all such votes for a single-director or may distribute them among the number to be voted for, or any two or more of them, as he esay see fit, Each holder of record of shares of capital stock entitled to vote et any seating of stockholders sha!! be entitled to one-vote for every share of capital stock atending in his naes on the books of the Corporation. Shares of capital stock of the Corporation, belonstag to the Corporation or to a corporation controlled by the Corporation throush stock ownership, shall not be voted. All elections shall be determined by a plurality vote, and, sacept as otherwise provided by law or by the Articles of Incorpora. tion, all other mattere shall be determined by a vote of the holders of a majority of the shares of the capital stock present or represented at a oesting and voting on such questione. Voting by ballot shall not be required.
- y. Special meetings of the stockholders for any purpose or purposee, un.
less otherwise prescribed by law, may be called by the Board of Directors, the
- Chairman of the Board of Directors or by the prealdent, and shall be called by the president or secretary at the request .n writics of any two members of the Board of Directore, or at the request in writing of holders of record of ten per cent. of the shares of capital stock of the Corporation teoued and out.
etanding. Business transacted at all special nestings of the stockholders shall be confined to the purposee stated in the cell.
- 8. Notice of every s.coting of stockholders, setting forth the time and plees and briefly the purpose or purposes thereof, shall-be mailed, not less.
than five (3) days prior to such meeting, to each stockholder of record (at his addrese appearing on the stock books of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall le mailed to the addreso designated in such request) se of a date fined by the Board of Directore pursuant to Sectio. 41 of the By*L.aws. Escept as otherwise provided by law, by the Articlae of Incorporation, or by the By* Laws, itene of business, in addition to those specified in the notice of meeting, may be d i_
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. *wi transacted at the annual reeting.
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- 9. The property and businnes of the Corporation shall be r-anaged by ite Board of Directors, which shall constet of four directore. Directore need not be members of the Corporation. The directore who chall serve until the election '
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of directore at the annual cesting-of esockhendera_in.the year 1960 and until the election of their successors, shall be the persone designated in the Articles ci incorporation se the initial directors. Direttore elected in 1960 and in subsequent years shall be elected at the annual nesting of stockholders, or, if any such election shall not be held, at a s4ating celled and held in accordance with the provisions of the Nonprofit Corporation Law of the Common. wealth of Pennsylvania. Each director shall serve until the next annual meeting of stockholders and thereaf ter untti his successor shell have been elected and shall qualify.
- 10. In addition to the powere and authority by the By. Laws espressly con.
ferred upon it, the Board of Directors any exercise all auch powere of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorperation or by the Dy Lews directed or required to be tzercised or done by the stockholders.
- 11. The Board of Directors, by the vote of a rejority of the tetel number of directore provided for in Section 9 of the By. Laws, may approve coctracts for the borrowing of money by the Corporaticn, and any renewsle and matensions thereof, and may purchese, soll, lease evey, mortgage, sachar.ge or othervios dispose of real estate, at such tLmes and upon such tosse and conditions as they shall determine. . Loans to the Ccrporation say be secured in whole or in part by tiene upon any or all of the assets of the Corporation. as said majority of the Board of Directore may de:1de.
- 12. In the absence of fraud, no contracs or other transaction between the Corporation and any individual, partnership or cerroration shall be affected by
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the fact that any director or officer of the Corperstion may be interested in N ouch contract or transaction, whether by reason of being a party thereto or a
\ partner in, or directer cr officer of such partnerehtp or corporation, if such contract or transaction shall be authorised, approved or ratified by the affirmative vote of a majority of the directors present at a meeting of the Board of Directore at which a quorum shall to presenti provided, however, that the interest of any director or officer in any such contract or transaction shall be fully disclosed at such meeting and that a diroator who le so in-tarested may not be counted at any such siesting for the purpose of determining the esistence of a quorum to consider and vote upon any contract or transace tion in which he to so interested and that the vote of such a director may not be counted at any such costing for the purpose of determining the estatence of the effirmative vote of a majority of the directore as aforesaid in favor of the authorisation, approval or ratification of any contract or transaction in which he 1e so interested.
No director or officer shall be liable to account to the Corporation for any profit realized by him from or through any such contract or transaction of the Corporation by reason of his interest as aforesaid in such contract or traneaction if such contract or transaction shall be authorised, approved or ratified se aforesaid. 7 3 . , M 0
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*w-He contract or other transactiun between the Corporation and any of its parente shall in any case be void or voidable or othervios affected because of the fact that directore or officers of the Corporation are directors or officers or stockholdste of such parent, ntr shall any such director or officer, because of such relation, be dested interested in such contract or other transaction under any of the provisions of this Section it, nor chall eny such director be Itable to account because of such relatiou. For the purpose of this Section 12, the term " parent" shall mean any corporation owning mere than !% of the tesued and outstanding shares having ordinary voting power of this Corporation.
Nothing herein shall create listility in any of the evente described in this section 12 or prevent the authorisation, ratification or approval, in any other manner provided by law, of any contract or tracesction described in this Section 12. Poetinse cf the Peard of Directore
- 13. The first meeting of the Board of Directore, for the purpase of organisation, the election of officare, and the transaction of any other bust =
nees which c4y come before the meeting, ehell be held without any prior notice, immediately fellowing the annual meeting of stockholdere at which directors 4 are elested, at the same place at which said annuel mee*,ing er stockholdste le held. 14 Regular nestings of the Board of Directore ray be held without notice except for thw purpose of taking action on aattere se to which notice to in the sy= Laws required to be given, at such time, and at each place within or without the Cannonwealth of Pennsylvat.ta, se shall from time to time be designated by ths Board. Special meetings of the Dorrd of Directors may be called by the Board of Directors, the Chairman of the Board or by the Frasident or in the absence or disability of the Chairman of the Board and the Proeident, by a Vice President, or by any two directore, and may be held at the time and place within 3 or without the Commonwealth of Fennsylvania designated in the call and notice of the nesting. N 13. Except as otherwise provided by the Ly* Laws, any item of businese may
\ be trsneacted at any coeting of the Board of Directors, whether or not such item of businese aball have been specified in the notice of meeting. Where ,
notice of any meeting of the Board of Directors la required to be given by the By Laws, the Secretary or other officer eerforming his duties shall give notice (;ther personally or by telephone or telegraph at least twenty.four hours be. fore the meeting, or by call at leret t!:xes days before the meeting. Neetings any be held at any time and place uichout notice if all the directors are present or if those not present valve rotice in writing either before or after the nesting.
- 16. At all meetings of the Boar ( of Directore, a majority of the total' number of directote provided for in baction 9 of the By-Lews shall be requisite for, and shall constitute, a quorum for the transaction of businesa, and the act of a majority of the directore present at any meeting at which there is a quorum shall be the act of the Baste of Directore, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by the By.
Laws, provided, however, that if all the directore shall severally or collec. tively consent in writing to any action to be taken by the Corporation, such action shall be as valid cetporate action as though it had been authorised at a meeting o! the Board of Directore. 4 ,
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- 17. Any regular or special meeting may be adjourned to any tin.e er place by a majority cf the directors present at the meetirg, whether or not a quorum shall be present at such meeting, and no nctice of the adjourned meeting shall be required other than announcement at the meeting.
Cemit tt as
- 18. The Board of Directors may, by the vote of a majority of tha total I number of Directors previded for in Section 9 of the Py-kvs, create an hecu.
tive Corr.dttee, consisting of three or more member, The other members of the becutive Comittee shall be designated by the Board of Directors from their numbst, shall hold office for suah period as the Board of Directors shall determine and may be removed at any time by the Board of Directors. When a member of the hecutive Comittee ceases tc ce a director he shall cease to be a member of the hecutive Cemittee.- The hecutive Ccamittee shall have all the powers specifically granted to it by the By-hws and, between meetings of the Board of Director., may also exercise the powers of the Board of Directors. The hecutive Ccamittee shall have no power to reycke any action taken by the Board of Directers, and shall be subject to any restrictions imposed by law, by the By.bvs, or by the Board of Directors.
- 19. The hecutive Comittee shall cause to be kept regular minutes of its proceedings, which may be transcribed in the regular minute book of the Cor-porstion, and all such proceedings shall be reported to the Board of Directors e its next succeeding meetieg, and the action of the hacutive Comittee shall be asyget to revision er alteratien by the Board of Directors, provided that no rights 41ch, in the absence of such revision er alteration, third persons would have had shall be affected by such revision or alteration. A majority of the hecutive Comitteer shall constitute a quorum at any meeting. The Board oi Directors may by vote of a majority of the total number of directors provided for in Section 9 cf the By-Laws fill any vacancies in the hacutive Comittee.
The hecutive Comittee shall designate one of its number as Chairman of the hecutive Comittee and may, from time to time, prescribe rules and regulations for the calling and conduct of meetugs of the Comittee, eM other matters re. lating to its procedure and the exercise cf its pcvurs. t 20. From time to time the Board cf Directors may appoint (from among their - number and/or- from any other persons) any other ccmmittee or comittees for any purpose or purposes, which comittee er committees shall have such pcwers and such tenure cf office as shall be specified in the rasolution of appointment. The President shall be a member ex officio of all committees at the Corporation. Cowensatien and Reimburreent of Directers and Nettbers of the Exeer ive Comittee
- 21. Directors, other than salaried officers, shall receive no compensstion for their services as directors, but shall be reimburood for their reasonable expenses of attendance, if any, ar. each regular er special m;eting of the Board cf Direcurs.
- 22. Members of the hecutive Committee shall receive no compensation for their tervices as sui b members, but shall be reimbursed for their reasonable expenses, if any, in atading meetings of the hecutive Cemittee or other-vise performing their duties as members of the hecutive Committee.
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- 23. The offiaers of the Ccrporation shall be chosen by vote of a sajority of the total number of directors previoed for in Section 9 of the Py-Laws and snall be a Presid-nt, one or more Vice Presidents, a Secretary, a Treasur6r, -
and a Comptroller, and may include a Chairman of the Board, one or more ' Assistant Secretaries, one er more Assistant Treasurers, and one or more Assistant Comptrollers. The Chairman of the Beard of Directors shall be chosen from among the diree' tre. None of the ether officers need be a director. Neithat the 2 airman of the Board, the Pres.Yont, the Comptroller nor any Assistant Comptroller may occupy any other office. With the above exceptions, any two offices ray be occupied and the duties thereof may be performed by one persen, but no officer shall execute, acknowledge or verify any instrument in more than one espacity.
- 24. The officers of the Corporation shall receive such salaries as shall be determined from time to time by the Board of Directors. Pending action by the Board of Directers, the Executive Comrcittee, er, if there be none, the President may choceo, an( determine the salaries of, persons who may tempora-rily fill the offices of Assirtant Sacretary or Assistant Treasurer.
- 25. The Board of Directors or the Executive Committee may appoint such other officerr and such representatives or agents as shall be deemed necessary, who shall hold office for such terms, exercise such powers, perform such duti'es, and receive such salaries er other compensation, as shall be determined from time to time by action of the Beard of Directors, or, pending action of the Board of Directors, by the Execative Ocamittee.
- 26. The salary or,other compensation of all other amployees shall, in the absence of any acticn by the Board of Directers or the Executive Committee be fixed by the President or by such otkr officer as shall be designated for that purpose by the Beard of Dirsetors.
- 27. The officers cf the Corporaticn shall hold office until the first meeting of the Board cf Directors after the next succeeding annual coeting of
\ stockholders and until their respective succesacre are chosen and qualify.
\ Any effice? elected pursuant to Section U cf the By-Laws may be removed at any time, with or withcut cause, by the vote of a majority of the total number cf directors previded fer in Section 9 of the By-laws. Any cther officer and any representaLive, employee or agent cf the Corporation may be removed at any time, with or withert cause, by action cf the Board of Directors or, in the absence of action ty the Board of Directore, by the Executive Committee or the President or such other officer as shall have been designated for that purpose by the President.
Chairman cf the Pn Ja ,
- 28. (a) The Chairman cf the Board shall preside at all meetings of the Board of Directors and of the stockholders, except when by staM 9 the election of a prasidir.g officer shall be required.
, (b) He shall have such other powers and perform such other Cuties as may be prescribed from tira to time by law, by the By-laws or by the Board of Directors.
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I. . 4 (e) In the absence or disability of the President, or if his office shall at any time become vacant, the Chairn.an of the Board may be vested by the 3oard of Directors with authority to have and exercies all the powers and duties of the President during such absence or disability, or until the vacancy in the office shall be filled. The President l i
- 29. (a) The P/esident s..d1 be the chief executive officer of the Cor.
pxration. He shall, in the absence of the Chairman of the Board and except as otherwise by law provided, preside at all meetings of the stockholders and directors. He shall have supervision, direction and control of the conduct of the business of the Corporation, subject, however, to the control of the Board ' of Directore and the Executive Committee, if there be one. (b) He may sign in the name and on behalf of the Corporation any and til contracts, agreements or o*.her instrumente pertaining to matters which aslee in the ordinary course of business of the Ccrporation, and, when authorised by the board of Directors or the Executive Ccamittee, shall sign in the name of and on behalf of the Corporation any and all contracts, agreements or other instruments cf any nature pertaining to the business cf the Corporation (c) He may, unless o* herwise directed by the board of Directors pursuant to Section 3. of the By-Laws, attend in person or by substitute or proxy appoir.ted by him ant act and vote in behalf of the Corporation at all meetings of the stockholf its of any corporation in which tne Corporation holds stock. (d) He shil, whenever it may in his opinica be necessary. prescribe the duties of officers and employees of the Corporation whose duties are not other= wise defined. (e) He shall have such other powers and perform such other duties as may be prescribed frem time to time by law, by the By-Laws, or by the Board of Directors.
\ Vlee Presiden*
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- 30. (a) The Vice President shall, at the request or in the absence or disability cf the President, have supervision, direction and control of the conduct of the business of the Corporation unless the Chairman of the Board shal.1. , puranant to action of the Board of Directors, have been vested with the powers and duties of the President. In that event, the Vice President shall, at the request, or in the absence or disability of the Chairman of the Board, have supervision, direction and control of the busicess of the Corporation.
(b) He may sign in the name of and on behalf of the Corporation, contracts, agreements or other instruments authorized by the Boant of Directors or the'- Executive Committee, except in cases where the signing thereof sha'l be ex-
- pressly delegated by the Board of Directors or the Executive Committee to some other officer or agent of the Corporation.
(c) He wy, in the absence of the President or in case of the failure of the President to appoint a substitute or prc,ry as provided in Sostion 29(c) of the Py-14ws, unless the powers of the Prasident have been vested in the Chairman of the Board as pre.,vided in Section 28(c) or unigne otherwise directed
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I 4 i s by the Eoard of Director, pursuant to Section 38 of the Py-Laws, a; tend in person or by substitute or proxy appointed by him and act and vote in behalf of the Corporation at all meetings of the stockholders of any corpocation in which the Corporation holds stock. (d) He shall have such other powers and perfon her duties as may be prescribed from time to time by law, by the Dy-La. tgr the Boarti of Directors. (e) If there be more than one Vice President, the Board of Directors shall assign to such Vice Presidents their respective duties and may desiEnate one Vice President as executive Vice President to have supervision, dire : tion and control of the business of the Corporation in the absence or disability of the President, or, if the Chairman of the Boa 2v shall, pursuant to action of the Board of Directors, have been vested with the powers and duties of the Presid.nt, in the absence or disability of the Chairman of the Board. The Secretary
- 31. (a) The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in books to be kept for that purpose; and he shall perform like duties for the Executive Committee and any other committees created by the Board of Directors. '
(b) He shall give, or cause to be given, notice of all meetings of the stockholders, the Board of Directors, cr the Executive Committee of which notice is required +o be given by law or by the By-Laws. (c) He shall have such other pcwers and perform such other duties as may be prescribed from time to time by law, by the By-laws, or by the Board of Directors. l (d) Any records kept by the Secretary shall be the property of the Cor- , pration and shall be restored to the Corporation in case of his death, resig-l
\ nation, retirement or removal from effice.
N (e) He shall be the custodian cf the seal of the Corporation and, pursuant to Section /.5 of the By-Laws and in other instances where tbs execution of l documents in behalf of the Corporation is authorized by the P~-Laws or by the Bosni of Directors, may affix the seal to all instruments re. rir4 it and attest the ensealing and the execution of such instruments. (f) He shall have control of the stock ledger, stock certificate book and all books containing sinutes of any meeting of the stockholders, Board of Directors, or Executive Coc:mittee or other coc:mittee created by the Board of Directors, and of all formal records and decuments relating to the corporate affairs of the Corporation. (g) Any Assistant Secretary or Assistant Secretaries shall assist tot Secretary in the performance of his duties, shall exercise his powers and duties at his request or in his absence or disability, and shall exercise such other powers and duties ti may be prescribed by the Board of Directors. 8 .
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The Treneuret
- 32. (a) The Treasurer shall be responsible for the safe-keeping of the corporate f unds and securitios of the Corporation, and shall maintain and keep in his custody fvu and securate accoutts of receipts and disbursements in books belorging to the Corporatien, and shall deposit a13 moneys and other funds of the Corporation in the name and te the credit of the Corporation, in such depositories as may be designated by the Board of Directors. 4 (a) He shall disburse the funds cf the Corporation ir such manner sa may be ordered by the Board of Directers, taking proper voucners for much disburse-ments.
(c) Pursuant to Section 1.5 cf the Dy-laws, he may, when authorised by the Board of Directors, affix the real to all instruments requiring it and shall attest the ensealing and execution of said instruments. (d) He shall exhibit at all reasonable times his acccunts and recorsis to any director cf the Corporation upon application during business hours at the office of the Corporation where such accounts and records are kept. (a) He shall render an account. of all his transactions as Treanter at all regular smetings of the Bosrd of Directore, or whenever the Board may require it, and at such other times as may be requested by tra Board or by any director of the Corporation. (f) If required by the Board cf Directors, he shall give the Corporet. ion a bond, the premium on which shall be paid by the *orporation, in such form and amount and with such surety or sureties as shall b. uatisfactory to the Board, for the faithful performance of the duties of has effice, and for the restora-tion to the Corporation in case cf his death, resignatier, retizerant or re-moval from of4 ice, of all boo s, papers, vouchers, money and other property of whatever kind ir. his possession or ur. der his control belonging to the Corporation. (g) He shall F form all duties generally incident to tne office of 3 Treasurer, and shall have such other powers and duties as frem time to time soy
\ ? e prescribed by law, by the By-Laws, cr by the Beard of Directors (h) Any Ass'stant Treasurer er Assistant Treasurers shall assist the Treasurer in the performance of his duties, shall exercise his powere and duties at his request or in his abser.ce or disability, and shall exercise such other powers and duties as may be prescribed by the Board of Directors. If required by the Boarri of Directors, any Assistant Treasurer shall give the Corporation a bond, the premium on which shall be paid by the Corporation, similar to that which ray be required to be given by the Treasurer.
.Crrt roller
- 33. (a) The Comptroller cf ths Corpcration shall be the principal account-ing officer of the Corporation and shall be accountable and report direct',y to the Board of Directors. If required by the Board of Directors, the Comptroller j
shall give the Corporation a bond, the premium on which shall be paid by the Ccrporation, in such form and amount and with such surety or sureties as shall be satisfactory to the Board, for the faithful perfctmance of the duties of his office. 9 .
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t 4 (b) He shall keep or cause to be kept full and complete books of account cf all operations of the Corporation and of its assets and liabilities. (c) Me shall have custody of all accounting records of the Corporation other than the record of receipts and disbursements and those relatir4 to the deoosit or custody 'of money or securities of the Corporation, which shall be in . the custody of the Treasurer. j'
* (d) He shall exhibit at all reasonable times his books of account and records to any director of the Corporation upon application during business hours at the office of the Corporation where such books of account and records are kept.
(e) Ho shall render reports of the operations and business and of the condition of the finances of the Corporation at regular meetings of the Board of Directors, and at such o'.her times as he may be requested by the Board or by any director of the Corporation, and shah render a full financial report at the annual mesting of the stockholders, if called upon to do so. (f) He shan neceive'end keep in his custody an waginal copy of each
- written contract made by or cr. behalf of the Corporation.
(g) He shan receive 7eriedic repo-ts from the Treasurer of the Coe pration of au receipts and disbursements, and shan see that correct vouchers are taken for all disbursements for any purpose.
'(h) He shall perform a n duties genera n y incident to the d fice of Comptroner, and shan have such otherpowere and duties as from time to time may be prescribed by law, by the By-Laws, or by the Board of Directors.
(1) *c.y Assistant Comptroner or Assistant Comptroners shall assist the Comptroner in the performance of his duties, shall exercise his powers and duties at his request or in his absence or disability and shan exercise such other powere and duties as may be conferred or requiref. h the Board of Direc-tors. If required by the Board of Directors, uy Assistar.t Ceptroner shall
\.. . give the Corporation a bond, the premium os which shan be paid by the Cor--
N, paration, similar to that which may be required to be given by the Comptroner. Vacanetes
- 34. If the effice of any director becomes vacant by reason of death, resignation, retirement, disqualification, or.otherwise, the remaining diree-tors, by the vote of a majority of those then in office, may choose a successor, who shan hold office for the unerpired term in respect of which such vacancy accurs. If the office of any officer of the Corporation shan become vacant for any reason, the Board of Directorsi may choose a successor who chan hold _ .
office for the unexpired term in respecs of whieb such vacancy occurred. Pending action by the Board of Directors at such meeting, the Executive Constittee may - choose a successor temporarily to serve as an officer of the Corporation. Resignations
- 35.- Any officer or any director cf the Corporation may resign at any time, such resignation to be ando in writing and transmitted to the Secretary. Such resignation shall take effect from the time of its acceptance, unless some time - ,
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f Q e 4 be fixed in the resignation, and then from that tias. Nothing herein shall be deemed to relieve any efficer from liability fcr breach of any contract of employnent resulting from any such resignation. 2 ' t e s of Of fi ce re Ma y t$ relersted
- 36. In case of the abeence or disability of any ef ficer of the Corporation, or for any other ressun the Board of Directors may deem asfficient, the Board, by vote of a majority of the tctal nutter of directors provided for in Section 9 of the By-laws may, notwithstanding any other provistor.s of the by-Laws, delegate or assign, for the tims being, the powers or duties, or any of them, of such officer to any c;her offleer or to any director.
hdemnification of Directors Officere and inlovees 37 (a) No present or future director, offleer or employee of the Cor-pcratian (or his legal representatives) shall be liable for any act, omission, step or conduct taken or had in good faith, which (whether by condition or otherwise) is required, authorized or approved, or is otherwise in compliance with or in reliance upon a regulatten, rule, order or determination issued or sade, by a department, agency, board, rammission or authority pursuant to any statute of any state or of the United States, including the Public Utility Holding Company Act of 1935, the Federal Power Act and the Atonio Dnergy Act, whether or not such regulation, rule, order er determination shall subsequently have been amended, reselnded or determined by judie:a1 or administrative authority to be invalid or illegal, or which is taken in contesting in good faith, the validity or legality of any such regulation, rule, order or deter-minatJon. In any action, suit or proceeding based on any act, omission, step or conduct, as in this'parsgraph described, the provisions hereof shall be brought to the attentien of the court. In the event that any of the fore-going provisions of this paragraph is found by tne court not to constitute a valid defense on the ground that any such p*ovisions ar not applicable to the particular class of plaintiff, anch such director, offio,r or employee (or his legal representatives) shall be reimbursea fct, or indemnified against, all expennes and liabilities reasonably incurred by him or imposed on him, in
'\ connection with or resulting from any such action, suit or proceeding (other than foi any sums ordered to be paid to the Corporation by him). Such expenses and liabilities shall include, but shall not be limited to judgments, court oosts and attorneys' fees.
(b) In addition to the foregoinC rights of indemnification any director, officer or employee (or his legal representatives) shall be entitled to all r1Fhts of indemnification by, and assessment of expenses against the Corporation to which he may be entitled under any statute now or hereafter in effect or otberwise as a matter of law but any such right of indemnification or assessment ahell apply with respect to any liability of any director, offleer or employee (nr his legal repressntatives) erising under any of the provisions of the Securities Act of 1933, as amended, only to the ertent that such rights of indemnifiestion or assessment may be determined to be valid by a court of competent jurisdiction. Stnek of Other Correretieng
- 39. The Board of Directors may auth .4ae any uirec*,or, officer or other imrson on behalf of tha Corporf tini .o attend, i A aad vote at meetings of the 11
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9 4 y is. shockholders of any corporation in which the Corporation aball hold stock, and to esercise thereat any and all the rights and powers incident to the ownership of such stock and to execute waivers of notice of such meetings and calls therefor. Certificates of Stock + 1-39 The certificates of stock of the Corporation shall be numbered and g shall be entered in the books ef the Corporation as they are issued. They shall r.shibit the holder's n me and number of shares and say include his address. There shall be printed in clear type upon the face of eacn certificate of stock, a statement that the Corporation is a nonprofit corporation. No
.*ectional sharea of stock shall be issued. Certificates of stockashall be signed by the Preefdent or a Vice President and by the Treasurer or er Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation. In case any such officer who has signed or whose faccia11e signature has been placed upon such certificate shall have ceased to be auch before such certificate of stock is issued, it may be issued by the Cora poration with the same ef fect as if such of ficer had not ceased to be such at the date of its tenue.
21agefore of Stock
- 40 Sharea of stock shall be transferable by assignment or sale by the
- registered holder thereof or his attorney in fact. Transfers of stock shall be made on the bocks of the Corporation only oy the person named in the certificata
- or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor.
Fixinn of Record Dalg '
- 41. The Board of Direceors is wereby authoris'd to fix a time, not ex.
caeding forty (40) days preceding the date of any meeting of stockholders or - the date fissd for the making of any distribution, or for the delivery of-evidences or rights or evidences of interests arising out of any change, con.
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\ vareton or exchange of capital stock, se a record time for the determination
~\ of the stockholdere entitled to notice of and to vote at such meeting or en.
titled to receive any such distribution, rights or interests, as the case may beg and all persons who are holders of record of capital stock at the time so fixed and no othere, shall be entittad to notice of and to vote at such meeting, and only stockholders of record at such time shall be entitled to receive any such notice, distribution, rights or internetes and the stock transfer books : shall not be closed during any such period. , Ramister6d Stockholder 1 -
- 42. The Corporation shall be entitled to treat the bold $r of record of' ,
any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognise any equitable or other claim to, or interest in. auch share on the part of any other person, whether or not it shall have azpress or other notice thereof, save se expressly provided by statutes of the Commonwealth of Pennsylvania. 4
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- 43. Any pereen 91 aiming a certificate of eteck to be lost or destroyed shall make en aff1Gavit or affircation of that fact, whereupon a new certift.
cet) may be deseed of the same tsoor and for the sano number of shares as the one alleged to be lost or destroyed; provided, however, that the Board of Directora may requirr, as a condition to the issuance of a new certificate, the payment of the reasonable expenses of such iscuance or the furnishing of a bond of inder.nity in such fore and amount and with such surety or surettea, or without surety, as the Board cf Directors shall ietermine, or both the paytent of such expenose and ths furntohing of such bond, end may also require the advertteenent of such lose in such canner es the Board of Directors may prescribe. Inspection of Boone 44 The Board of Directore may determine whether and to what extent, and
, at what tiew and places and under what conditione and regulatione, the accounts and books of the Corporation, or any of them, shall be open to the inspection of stockholders or any other person.
Shecke. tMtes. Bonde and Other Instrurent e 43 (a) All checks or demanda for money and notes of the Corporation aball be signed by such person or persons (who maa but need nut be an officer or officere of the Corporation) as the board of Directore may from time to time designate, either directly or through such officere of the Corporation as shall, by resolution of the Board of Directore, be authorised to designate such person or persons. If authorised by the Board of Directors, the signatures of such persons, or any of them, upon any chsche for the perment of mnney may be made by angraving, lighographing or printing thereon a facsimile of such signatures, in lieu of actual signaturse, and such facsimile signatures eo engraved. lithographed or printed thereon shalt have the ekms force and effect as if such persona had actually eigt.ed the same.
'N (b) All bonde, mortgagte and oth6r instrucente requiring a seal, when s
authorised by the Board of Directors, shall be esee .ted on behalf of the Corporation by the Proeident or a Vice President, and the seal of the Cor-poration shall be thereunto affiaed by the Secretary or an Asaistant Secretary or the Treasurer or an Aseistant Treasurer, who shall, when required, atteet the ensealing and esecutien of said instrumente. If authorised by the Board of Directore, a facelmile of the seal may be employed and such facsimile of the seat may be engraved, lighographed or printed and shall have the same force and effect as an impraesed seat. If authorised by the acord of Directors, the signatures of the President or a Vice President and the Secretary or an Assistant Secretary or the Tre neurer or an Assistant Treasurer upon any en-graved, lighographed or printed bonde, debentures, notee or other 1Estrumente may be made by engraving, lighographing or printing thereon a facsimile of . auch signatures, in lieu of actual signaturea, and such facsimile signatures so engraved, 11thographed or printed thereon shall have the same force and effect se if such officers had actually eigned the same. In case any officer who has signed, or whose facsimite signature appears on, sny such bonde, debentures, notee or other instrumente shall cesse to be such officar before such bonds, debentures, notes or other instrumente shall have been delivered by the Cor-13 . 4
3 3 potation, such bonde, debentures, notes or other instrumente may nevertheless be adopted by the Corporation and be issued ard delivered as though the person who signed the same, or whose facsimil. signature appears thereon, had not ceased to be auch officer of the Corporatiot, Receirta fer Securities j 46 All receipts for stocks, bonde or other escurities received by the Corporation shall be signed by the Treasurer or an Assistant Treasurer, or by such other person or persons as the Board of Directore or Esecutive Committee shall designate. riscel Year 47 The fiscal year shall beCin the first dav of January (n each year. M endo end Dietributione 48 (a) No dividende shal' be paid on the stock of the Corporation and no part of the funds and properties furnished to the Corporation by its members (including stockholder members) ahall oleectly or indirectly be re-turned to such or other members. (b) No part of the not earnings, if any, of the Corporation shall enure to the benefit of any of its members (in:1uding stockholder members). (c) Upon dissolution, any remaining property which the Corporation may have af ter provision for the payment and discharge of all the Corporation's debts and liabilities shall, to the extent and in the manner permitted by then applicable requiremente of the Atomic Energy Commisoton, be disposed of to a corporation (selected by the Board of Directors of the Corporation) organised and operated excluelvely for educational or scientific purposes and not for profit and engaged in research and development of the ute of atoc3c energy for peaceful purposee and which qualifies as an exempt orgen-g ization under Section 501(c)f3) of the Internal Rever.ue Code of 1954 (or
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any successor a:atutory provistor.). Dire: torr ' Arm:a1 31st.eeev 49 The Board of Directore shall present or cause to be presented at each annual meeting of stockholders, and when called for by vote of the stockholdere at ar.y epscial meeting of the stockholders, a full and clear statement of the businese and condition of the Corporation. Ectices
- 50. (a) Whenever under the provisions of the By-Laws notice is required to be given to any director, officer or stockholder, it aball not be construed to require personal notice, but, except as otherwise specifically provided, such notice may be given in writing,'by mail, by depositing a copy of the same in a post office, letter box or mail chute, maintained by the Post Office Department, postage prepaid, addressed to such stockholder, officer or director, at his addreas as the atme appears on the books of the Corporation.
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, 's (b) A stockholder, director or officer may waive in eriting any notice re-quired to be given to him by law or by the By-bwe.
Qith of Increeters of Election ,
- 51. The inspectore of election appointed to act at any meeting of the
. stockholdere shall, before entering upon the discharge of their duttee, be sworn faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of their ability, and the oathe so g
taken shall be subscribed by them and iumediately filed in the office of the Corporation, with a certificate of the result of the vote taken thereat. A<mendmer t e
- 52. The By-Laws may be nade, altered, amended et repealed by ths affirm-ative vote of the holdere of a majority of the stock represented and entitled to vote at a meeting of the stockholdere duly held, provided . hat the notice of such meeting shall have included notice of such proposed amendment. Any amendment of the By-Laws proposed by 'a of ficer or the Board of Directore of the Corporation for consideration sc a meeting of stockholders, or any amenda ment proposed for such consideration in writing to the Secretary by a stockholder, shall be included in the notice of the meeting. The By-Lave may aleo be made, altered, amended or repealed by the affirmative vote of a majority of the total number of directore provided for in Section 9 of the By-Lave at a meeting of the Board of Directore, the notice of which shall have included notice of the pro-posed amendment. In the event of the adoption of any amendment of the By-Laws by the Board of Directore pursuant to this Section, the notice of the annual meeting of ecockholdere which thereafter shall first be sent to the stock-holdere shall state that the By Lava have been amended by tne Board of Directore and shall set forth the amendment thus adopted. By the affirmative vote of the holdera of a cajority of the stock represented and entitled to vote at such meeting the By-Laws may, without further notics, be altered or amended Ly the deletion of such amendment.
\x I HEREBY CERTIPY thn the foregoing is a full, true and correct ccpy of
\ the By-Laws of SAXf0N NmIAR EXPr.RI!!EttfAL CORPORATION, a t.onprofit ccrporation of the Commonwealth of Pennsylvania, in effect on the date shown below.
VITIESS my hand and the seal of sold SAXTON NUCLEAR EXPERIMENTC COP.PCOATIJN. Dated, October 23 , 1959 (SEAL)
/s/ E. L. B ARTH Secretary of SAXTON NUCIZA2 EXPERIENTAL CORPORATION 15 SM i
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I mExmx i ' Excerpt from minutes of the Bot.rd of Dinctors of Jersey Central Power & Light Coc:pany adopted September 24, 1959 ratifying the action of the officers of the Ccxnpany in executing agreement with Saxton Naclear F.xwrimntal Corporation BAXTON NUC1 JAR DCPERI'OfrAL CORPORATION: Mr. Kohlhepp referred to the fact that, over the past several years,. personnel of the Ccwany had been closely following develo;suents relating to the utilization of energy fre nuclear fission or fusion for the Seneration of electric power. He stated that Mrtic;1pation by the Company ar41 its personnel in such work had been occasioned by the recognition by the Company that its obligations to its customers cad investors requin that it continucasly seek, in all reasonable ways cocumensurate with its financial capabilities, to improve the electric service rendered by it and to increase the efficiency cf its operations and to participate from time to time in research and experimental activities directed to these objec-tives. Be stated that, after extensive consideration by the Company and its affiliated American utility operating companies, they had reached the conclusion that one effective way to make progress toward economic nuclear power was to con. struct, oprate and naintain, na an integral ccruponent of a research and experi-toental pro 6 ram, a small exprimantal reactor in which the potentialities and cierating characteristics of certain types of nuclear fuel and reactor ccaponente could be rigorously investigated. He stated that the Company and such affiliates had also concluded that it would be desirable to develop a nuclear nee =.rch project in which personnel of the Con:pany voeld have a danct participation in the design, construction, operation and maintenauce of a nuclear reactor, and the testing, analysis of the resulte V operation and evaluation of the perfortnance of certain types of nuclear fuel, so that such personnel vmld have a firm basis for Judgment when the time esme for the installation by the Company and such affiliates gf a commercial scale and econceically comptitive nuclear plant.
APIUiLIXlt Excerpt f rom minutes of September 24, 1959, meeting of the lioard of Directors of Jereey Central Iwer & Light Cocipany Mr. Kohlhepp stated that exlerience in other nuclear project
- vith un*
maticitatea increases in cost had caused the Company and such affiliates to con. slude that it was important that any nuclear project which was develo}ed by the Compan/ and such affiliates should be so conceived and organised that (a) reasonably precise limits were placed upon the costs to be borne by the Company and such affiliatas and (b) a substantial contribution to the project of personnel, experierce and funds is unde by the nanufacturer of the nuclear equi; ment and fuel. He stated that r.egot4ations had been hai over a period of several montha with various sanu. facturers of equisnent and that t& proposa) submitted by Westinghouse Electric Corporation ("Westinghouce") was the most favorable to che Comreny and such affiliates, not only in tems of cost to the Company and such affiliate but also in terms of the establishment of limitations on the potential cost to the Company and such J.ffiliates and the contributions to the project to be made by the manufactunr. Mr. Konlhepp stated that, after intensive investigst . t had been concluded that the project enould be conducted through the 1* tru:nentality of a N- non profit corporation and that the Company and such affiliates had caused Saxton Nuclear Experimental Corporation ("SNEC") to be organized. He stated that negotiations had been conducted with Westinghouse concerning the terms of a definitive contract and he presented to, and there was ordered filed with the records of, the reeting, a conformed copy of a contract, dated July 27, 1959, between SNEC and Westinghoite. Ile stated that this contract set forth the' essential terms of the arrangements between SNEC and Westinghouse. He stated that this contract contemplates that (1) Westinghouse vill supply the reactor and associated equiTunt to DNEC for a fixed price of $6,250,000, (2) Westinghoune vill be serponsible for furr.ishing all nuclear fuel and control rod requiremnts 1 W q l e _mmm__ _______m.a__________m_m_._ _ _ . . _ _ _ _ _ _ _ __________m. , _ . _ _ - . _ . _ _ _ . _ _ _ _ _ _ _ _ _ _ _ _ . _ _ _ _ _ ___._.______.__m _ _ _ - _ _ _ _ _ _ _ _ . _ _
4
- e AlFECIX K Excerpt f rca minutes of Septe:r.ber 216, 1959, meeting of the board of Directors of Jersey Central Pcwer & Light Cmpany of the project for an o;eratir.g period of five years, (3) Westinghouse vill make 4
-._ _ substantial contributions of sanpower aret f acilities in connection with the over-all research and development efforta, (d We9 tin 6 house vill be responsible for risk o* loss or da: sage to the reactor and plet equipent to be furnished by Westinghouse under the agreement until the first criticality of the reactor and thereafter CNEC will be responsible for all such risk of loss or damage, (S) SKEC vill arrange for the issuance of a pmperty damage insurance policy covering, among other things, Pennsylvania Electric Company's existing Sarton Station pmperties, such polley to be effective with the first loading of fuel into the reactor, with pnmiums on such policy after the first loading and prior to the first criticality to be borne by Westinghouse except that Pennsylvania Elaetric Canpany will pay that part of the premium on such policy which is equivalent to the premium on tre physical damage insumnce on existing Saxton properties carried by that Capany prior to the effective date of such policy, (6) DNEC shall cause Pennsylvania Electric Company to be named as one of the insund pa-ties covered by such policy, (7) SNEC vill take out a policy providing such financial protection
\
N against third party liability as may be mquired by the Atanic Energy Act of 19%, as amended, to qualify for government indemnification as contemplated by Section 170 of that Act, and (8) in consideration of Westinghouse's undertakings under the agreement betecen Westingbouse and SNEC and in consideration of the covenge to be affonied to Pennsylvania Electric Company by the property damse ;clicy n. ferred to, Fennsylvania Ehetric Cmpany will valve any right of recovery against Westinghcuse or Gilbert Associates, In . (which has been employed by Westinghouse to assist in perfoming the wort contemplated by the contract) and their agents, employees and contractors for damage to Pennsylvania Electric Company's property arising out of or resulting frcxn the ra.iioactive, toxic, explosive or other hasards, properties of source, e;e:ial nuclear or by-product material used in connectit - vith the project. I
+ , , MTENDII K, Excerpt from a.inutes of Septerber 24, 1959, aceting of the Board of Dire ; tors of Jersey Central Power & L16t Company Mr. Kohlhepp statei trat, in order to implement the intract between SEC r.nd Vestinghouse, an agreesent between SNEC, on the one . ni, and thir Campany and its affiliated Amrican utility operating empanies, on the other hand, had also been prepani, and be presented tn, and there was ordered filed with the records of the meeting, a conformd copy of such agnement dated June 8,1959 He referred to tre f act that the agnement between SNEC, on the one hand, and this Company and its affilla'ed Awrican utility olenting companies provided in essence that (1) Tennsylvania Electric Ccapany would sell to SNEC, at a price of
$500 per acro, a tract of approximately 2 acres adjacent to that Capany's existing Barton Generating Qtation, such 6a.le to be fac and clear of material liens and encumbrances, (2) this Company and its affiliated American utility operating capanies approved the execution and deliven by SKEC of the egreement between SEC and Westinghouse,, (3) this Company and its affil.ated American utility operating companies vould make payments to SEC from time to time of such sums as shall be required by SNEC in order to meet its financial obligations to Westingh6vst under that agreement and such other funds as the boed of directors of SEC shall
\ unanimously determine are required by SNEC durf r,5 the p1T'.ad of design, construction and operation of SEC's reactor to carry ovt if a objectives and thereafter to vind up its affaire, (4) IMEC will sell to itanyar-tt Llectric Capany the steam delivered f ran SNEC's heat-exche a.!r s/. se N W wrin il the approximate replace.
ment value tf such steam to that CmW w'r % conditions and at the, time of its deliver; to that Ocegacy wd L _ or. t ' dissolution of SEC, an) remaining property which SA may han t <.et pn vidos. for its liabilities shall be disposed of to a non-profit educa+.it > ' or se'w% fir corporation and in no event shall any yart of the funde ' 4 < fuminLM by this Capany or any of its shfiliated American oleratin ut? itc & As revert to such conrianies. em i a
AlPENDIX K ,,
. Excerpt from minutes of Deptember 216, 1%9, meeting of the Board of Directors of Jersey Central Iwer & Li6ht Capany r.
Mr. Kohlhe;'p stated that thj o Com1any and its affiliated American operatire utility companies would (1) parchase all the authcrite$ empital stock of SNEC . I
~~ (consisting of an aggregate of 20,000 shares) at a price per share equal ~to the -
par value thereof, na:iw ,y, $1.00 per share, or an aggregate of $20,000, in order
- 4- to make provision toward meeting SNEC's working capital requittments and (2) contribute to SNEC the balance of the funds needed by SNEC to carry out its projected financial obliSations to Westinghouse and to peet its other financial requirements. He also stated that the agreement with SNEC providel that th' 4 Com;any should purchate 31% of SNEC's capital st'o-k and contribute 33) of the funds thus to be contributed to SNEC. !!e stated that this percentage had been deterisined on a basis designed to give recognition to the n)ative benefits which this Capany and its affiliated American utility oPrating companies may each remnonably expect to receive frte the achievement of economic nuclear electric power after taking into consideration thnir present snd projected nlative loed levels and conventional fuel costs and sequence of installatan of comercial ec-le nuclear power plants.
Mr. Kohlt 9 stated that the carrying out of the program which he had outlined and the agnecents which he cresented to the meeting requind, among other things, vs ious filings with regulatory bodies, as well as the filing of an application with the In*.ernal Revenue Service with respect to the prolosed tax trustment of the contributions by this Canpany aad its American operating utility affiliates to BNEC. After discussion, upon motion duly on.de, neconded and unanimously carried, tus following resolutions were aiopted: RESOLVED, that the action of the officers of this Company in executing and delivering an agreement dated June 8,1%9 between Saxton Nuclear Experimental Corporation ("SNEC"), on the one htt i, and this Cmpany sai its affiliated Aaerican utility operating companies, on the other hand, in the fors presentei to this meeting be anti the same is hereb} ratified, cor. firmed and approved. e t p
-=
~ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . _ _ _ _ _ . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . _ _ _ _ . _ _ _ _ - _ _ _ _ _ _ _ _ _ . _ _ _ _
, *v
,MEDIX K Nxcerpt from cdnates of September 3,1959, steeting of the board of Directors of Jersey Central Pcuer & Light Cceny l
RISOLVD, that the metion of the proper officers of this Capany, in executing and filing, together with certain affiliates, an Application. Declaration on 7cra U-l dated August 5,1959 (filed August 18, 1959) with the Securities and Excharge Cocnieston, seeking the approval of that Ccenission to the carrying out of the nuclear project known as the Saxton Project, as generally described to this meeting, and the agnements re-lating thereto prweented to this .veting, be and the sane is hereby ratified, confimed and approved. PISOLVD, that the action of it. H. McElwain, Executive V.t co President, in executing in the name and on behalf of this Cxpany an application for avling by the Ccmissioner of Internal Revenue with reipect to the tax aspects of the Saxton Pmject, be and the same is hereby ratifime, con-f1med and approved. RESOLVED, that the action of W. H. McElwain, Executive Vice President, in executing in the nam and on behalf of this Cmpany a Power of Attorney, dated August 12, 1959, appointing Jerome R. Hellerstein, Esq., Victor Brudney, Esq., Hugh J. Cacpbell and Thceas L Carpenter, attorneys in fact and agents for the Company to prosecute before the Internal Revenue Service of the thi,ted Staten Treasury Department a request or requests for a ruling with respect to the tax consequences under the Internal Revenue Code of various transact *ons relating to the Saxton Project, be and the same is hereby ratified, confizzed and approved. REOLVED, that the prepar off16 rs of this Company be, and they heriby are, authorized, in the narue and on banalf of this Company, to execute and file, s and/or to Jcin in the executt7n and filing of, such further applications,
\ declarations, pe titionb, ae un* Aas certificates, and/or statements, and amendments and/or supplemnts to any or all of the foregoing, as, in the judgment of the officers exeaating the sam, may be necessay or appropriate An connection with the carrying out of the nuclear project generally described to this meeting and the agreemnts relating thereto preserted to this meeting, ard, in connection with any or all such applications and other docuneats, and/or any proceerlings rele. ting thereto, to designa te such attorneys, agents for service and other repzisentatives of this Company as the officers takJng such action may deem necessary or app 23pr ate.
RESOLVD, that the proyr officers of this Company be, and they hereby are, authoried, in the name and on behalf of this Cmpany, to take any and all other actica which in their judg: rent may be necessary or appitpriate to carry out tM intent of the foragoing resolutions.
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Excerpt from minuten of September Ple, 1959, meeting of the lloard of Directors of Jersey Central l'over & L16ht Company e THIS ID E Cl3CFT that the undersigned is Gerntary of JERGEY r'IsrfRAL ITMD & LIGiff COMPANY, a corporation of the State of New Jersey; that the above and fongoing to a true and correct excerpt of ce'rtain preambles and resolutions duly and regularly adopted by the lioard of Directors of said Company at a seeting the eof duly convened and held on the 21sth day of September 19$9, at which amet. ing a quorum was present and voted, e,nd that said resolutions bave not been e.nnulled, revoked or amended in any way whatsoever and are in full force and effect. WITNESS the signaturw of the undersigsed as such officer of the Canpany athi its corporate seal hereunto affixed this 23rd day of OctoWr 1959 i
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i APPENDIX i.,* Excerpt from ainutes of the Board of Disctors of New Jersey poi er & Light Company adopted Septenher 3 19$9 ratifying tre action of the officers of the Company in e,xecuting arre co.ent with f.a4 ton Nuclear hierimental Corporation ,
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q{ ' 4 EAXTON NUCtJ.AR D0'ERIMD(TAL CORPORATION: Mr. Kohlhepp referred to the fact that, over the pst estveral years, Iersonnel of the Ccepany had been closely following develoyearnte n1 sting to the - utilisation of energy from nuclear fission or fusion for the genention of electric > powe r. He stated that participation by the Company and its personnel in such work had been occasioned by the neo&nition by the Company that its obligations to its
~ customers and investors require that it continuously seek, in all reasonable ways causensurate with its financial capabilities, to improve the electric service undered by it-and to increase the efficiency of its oprations and to participatc fra time to time in research and experimental activities directed to these objec.
t'ves . He stated that, after extensive consideration by the Campany and its affiliated American utility operating compardes, they had reached the conclueton that one effective voy to cake progress toward economic nuclerr power t'as to cone ,
- \, struct, operate and gaintain, as an integral canponent of a research and experi.
N .. mental program, a samil experimental pactor in which the potentia 11 tion and , oserating characteristics of certain types of nuclear fuel and nector couponente i could be rigorously investigated. He stated that the Caspany and such affiliates - rad also concluded that it would be desirable to develop a nuclear research project l-i in which Jersonnel of the Company would have a direct participation in the design, . l. l constnaction, operation and maintenance of a nuclear reacter, and the testing, ' i.
' analysis of the results of operation and evaluation of the perfonisance of certain
-s types of nuclear. fuel, so that such personnel would have a firm basis for judgment -
i ! when the time carne for the installation by the Company and such affiliates of a *[( cotmercial scale and oe:qcmically competitive nuclear plant,
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0 4 0 Al'11.!! dix A Exce rpt f rom t.iaate s of Le} t etthe r d6, 1%9, setting of the BourJ of Di rectcre of New Jersey I'oser & Lipt Cor;noy Mr. Kut1 hen n'. uter i t hat e xpe r t enc e ir. ot ht r nuclear projects '+1th un-anU ci3EtAd inde G b jn Oost tal "au.a3 *.Se Ccniany and auch affiliates to con-clude that it w o trycrt a t t w. riny nuc'.est prcject which was, develojed by the Ccepany and such afflitates shc.uid be so conceived and organized that (a) reasonauly precise limits were Ilaced ulon the ecsta to be borne by the Company and such affiliates and (b) a substantial contribution to the project of personnel, exterience and funis la evide by the nanufacturer of the nuclear equignent and fuel. lie stated that negotintions had t.een had over a Ieriod of e.everal months with various manu. lacturers of equlguent and *. hut the proposal submitted by Weetinghouse Electric Corpc, ration (" Westinghouse") was the most favorable to the Company and such affiliates, not only in term or cor.t to the Company and such affiliates but also in terms of the establistment of lindtations on the potential cost to the Ccapany and such affiliates and '.he contributions to the project to be made by the manufacturer. Mr. Kohlharp stated that, af ter intensive investigation, it had been
, concluded that the Iroject should te conluctcJ tnrough the instrumentality of a non-pmfit corporation and that the Company and such affiliates had caused Baxton Nuclear Experimental Corporation ("$NEC") to be organized. He stated that negc.tistions had been cociucted with Westinghouse aoncerning the terms of a definitive contract and he presented to, and there was ordered filed with the records of, the meeting, a contornel copy of a contract, dated July 27, 1959, tetween SHEC and Westinghouse. He stated that this centract set forth the essential termo of tN arrnagements between SNEC and Westin6 house. Da stated
, that this contract contemplates that (1) Westinghouse vill supply the reactor and associated equipent to SNEC for a fixed price of $6,250,000, (2) Westinghouse vill be responeltle for furr.ichirs all nuclear fuel and control rod requirements P
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- e APPE!CIX b Excerpt f ron raAcc cf Se; teat er 26,1%9, setting of t'e bra of Directors of New Jersey 1oect & Light Company of the profac< fc. e ovet e+ f ng pe riod of five years, W Westinghouse vill rake substantial con ritu'. ions or s.anpower and f acilitics in coruction with the over-all research and developtrent effe-ts, (L) Westinghouse vill be ruponsible for risk of lose or we to tu rea: tor and plant equ1Tcent to be furraghed by Westing %w unJer the agreetr.ent until the first criticality of the resictor and
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the reaft e4 3EC vill t:e responsible for all such risk of loss or dacage, ($) CEC vill arrar ge f or the issuance of a proierty damage insurance policy covering, among other thince, fennsylvacia Electric Com}any's existing Saxton Station prererties, such policy to be effective with the first loading cf fuel into the reactor, with premiums on such policy af ter the first loading and prior to the first criticality to be borne by Westinghouse except that Pennsylvania Electric Cmpany vill Iay that part of the premium on such polier which is equivalent to the premium on the physical damage insurance on existing Saxton properties carried by that Company prior to the effective date of such policy, (6) SEC shatl1 cause Pennsylvania Electric Company to be naned as one of the insured parties covered by such policy, (7) CEC will take '.ut a policy providing such finucial protection against third party 1. tab 111ty as may be required by the Atcnic Energy Act of 1%k, as amended, to qualify for government indemn* fication as ontemplated by Section 170 of that Act, and (3) in consideration of Westinghouse's undertaxings under the sgree:nent between Westinghouse and SEC arvi in consideration of the covetage to be afforded to Pennsylvania Electric Cmpany by the property demage policy re-ferred to, Fennsylvartia Electric Co:npany will valve any right of recovery against Westinghouse or Gilbert Associates, Inc. (which has been employed by Westinghouse to assist in performing the work contemplated by the contract) and their agents, employees w.d cor. tractors for damage to Pennsylvania Electric Ccapany's proTerty arising out of or res .lting froci the radioactive, toxic, explosive or other ha. mms, properties of source, spe::iti nuclear or by-product materisl used in connection with tie project.
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ArlT WIX L Neerpt fra a.inutes of September 24, 1959, meeting of the Board of Directors of 11ev Jersey Power & Light Company Mr. Kohlberp stated that, in orMr to implement the contract between -s SEC a.51 Westirghouse, an a6t*etent between SNEC, on the one hand, and this Company,
- and its affiliated American utility operating companies, on the other hand, had also been prepred, and he presented to, and there was ordered filed with the records of the meeting, a conformed copy of such agreement dated June 8, 3959
}ie referred to the fact that the agreement between SEC, on the one hand, and this -
Ccanpany and it6 affilist.ed American utility. operating companies provided in essence that (1) Pennsylvarda Electric Ccepany would sell to SEC, at a price of
$500 per acre, a tact of approximately 2 acres adjacent to that Company's existing Saxton Generating Station, such sale to be free and clear of material liens and encumbrsaces, (2) this Co:npany and its affiliated American utility operating crups. ties approved the execution and delivery by SEC of the agnement between SF3C and Wntinghouse, (3) this Company and its affiliated American utility operating ccupanio would make paymeents to SEC from time to tae of such suas as shall be requires by SNE0 in order to meet its financial obligations to Westinghouse
\ under that agree::ent and such other funds as the board of directors of SNEC shall
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unanimonly determine are required by SEC during the period of. design, constructior, and operation of SEC's reactor to carry out its objectives and thereafter to wind .
- up its affairs, (4) 51EC will sell to Pennsylvania Electric company the steaa delivend from SNEC's heat-exchanger at a price which is the approximate mplace.
ment value of such steam to that Company under the conditions and at the time of f
'its delivery to that Capany and (5) upon the dissolution of SEC, any nomining pnperty which SEC any have after provision for its 21 abilities shall be cLisposeO of to a non. profit educational or scientific corporation and ir. no event shall any part of the funds or property furnished by this Company or any of its affiliated -
American operating utility cor.panies revert to suen companies. -
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APn:OIX Ls Excerpt from n.inutes of Septestier 216, l')@ meeting of the Board of Directors of New Jersey Fower & Light Company Mr. Kohlhepp stated that this Com any and its affiliated American opersting , _ utility companies vould (1) purchase all tae authorised capital stock .of.SEC _ _ __- 1 (consisting of an aggregate of 20,000 shans) at a price per share equa", to the par value thereof, namely, $1.00 ger sham, or an ag®ate of $20,000, in order to make provision toward seeting SEC's working capital requirements and (2) contribute to SEC the balance of the funds needed by BEC to carry out its projected financial obligstions to Westinghouse and to meet $ts other financini requirements. He also stated that the agnenent with SEC provided that this Capany should purchase 11% of SNEC's capital stock and contribute 11% of the funds thus to be contributed to SEC. He stated that this percentage had been datermined on a basis designed to give recognition to the relative benefits which this Costpany and its affiliatei American utility operating companies may each reasonably expect to receive from the achievement of econcaic nuclear electric yver after taking-into consideration their present and projected relative load levela and conventional
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fuel costs and sequence of ir, allation of comercial scale nuclear power plants. Mr. Kohlhepp stated that the carrying out of the program which he had outlined and the agneteents which he presented to the emeting required, among other things, various filings with regulatory bod.ies, as well as the filing of an application with the Internal Avenue Service with respect to the pmposed tax treatment of the contributions by this Capany and its American operating utility ' offiliates to SEC. After discussion, upon motion duly made, seconded and unmMmmusly ' carried, the following resolutions were adoptedt FEOLVED, that the action of the officers of this Company in executing and delivering an agreement dated June 8,1959 between Barton Nuclear
- Experimental Corporation ("SNEC"), on the one hand, and this Coereacy ani its affiliates ATericara utility operating ccupanies, on the oth hand, in the for presentei to this reeting be and the same to hereby ratified, confi med O ~ ~ ved.
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'n ATPfRDIX L Excerpt frta minutes of September 216, 1959, meeting of the Boar 11 of Dimetors of New Je rsey Pcuer & L!gY " 14ny l
t RF110MLD, that the acticn of the Ercier officers of this Company, in executing ani f1Lirqr, together with certain affiliates, an Application. Declaration on For.t U.1 datei August 5,1959 (files August 18, 1959) with the Leeurities an,i Excharge C(x:rtission, seeking the approval of that Ccatsaission to the carrying out of the nuclear project known as the Barton Project, as generel]y described to this metiryg, and the agreecents re. lating thereto presented to this nreting, be and the .same is hereby ratified, corfirw l and a; proved. RIZOLVFD, that the action of W. H. McElwain', Executive Vice Pnsident, in executing in the nome and on behalf of this Comlany an application for ruling by the Corsaissf orer of Internal Revenue with respect to the tax aspects of the Baxton Projact, be and the same is hereby ratified, con. f 3 rmed ar.d approved. RESOLVED, that the action of W. H. McElwain, Executive Vice President, in executing in tha naae snd on behalf of this Cam;any a Power of Attorrey, dated August 12, 1959, apicinting .lc rume R. He)1erstein, Esq. , Victor Br sdrwy, Esq., Hush J. Compt. ell and Thornas R. Carpenter, attorneys in fact and agents for the Company to prosecuts before the Internal Revenue Service of the (Att tel Statea Trwasury Department a request or requests for a ruling with respect to the *,ax consequences under the Internal Revenue Code of various transaer.'ons rw3ating to the Oaxton Project, be and the same is hereby rat,Lfled, confirwd and approved. TEOLVED, that the proy r of f t ets of this Company be, and they hereby are, N authorized, in the nvre an? ( n t chalf of ttJ s Campany, to execute and file, and/or to jein in the exere
- on of filirg of, such further applications, decla rat ions , pa t i t ' on% *
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- i. ea rt if tentes, and/or statements, and a.tendmen'.s an.!/or summe,t 3 tc e* r r all of tre foregoing, as, in the judgnent of the offleers ese a* tnv the sam, eny be necessary or appropriate in connection with the carrying out of the nuclear project generally described to this riee ring and the agreements relating trereto presente<1 to this raceting, knd, in cortnection with any or all such applications and other documents, and/or any pmceeiings relating thereto, to designate such attorneys, ap, ants for nervice and other representatives of this Campany as the of ficers tskj ng nch a' tion may deem necenaary or appropriate.
RKiOWED, that tha proter off.' ears of this Company be, and they hereby an, authorizei, in the rmrqa ar 1 on behalf of this Company, to take any and all other action which in tWJ juignent snay be necessary or appropriate to carry out the in*,*nt of the foragoing racolutlene. s
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- i Excerpt faa minutes of Septeeber 24, 1959, meeting of the Bosni of Dinctors of New Jersey Power & Light Ccmpany
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e. THIS IS TO CERTIFY that the undersigned is Secretary of NDI .fERSEY F0WER & LIGlff COMPANY, a corporation of the State of New Jersey) that the above and fongoing is a true and correct excerpt of co'rtain pnambles and neolutions duly and pgularly adopted by the Board of Dinctors of said Company at a meeting
'thereof duly convened and held on the 24th day of September 1959, at which meet.
-ing a quorum was present and voted, and that said neolutions have not been annulled, nvoked or amended in any way whatsoeYer sad an 10 full force and effect.
WITNESS the signature of the undersigned as such officer of the Campany and its corpor te seal honunto affixed this 23rd day of October 1959 A s (sad) R. v. Aul (arn) - seentary _ .
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n g o O AkfEIDII N IIDEFFTS F20K MINUTR8 & NIFIBO OF WE BOARD OF DIRECNES W FEREtILTANIA ELEC3RIC CC9(PART CI JUKR 8,1959 ADEMRIZING EIECUTICE W AGREDERT VITH 5AIME NUCLEAR EIPERIMErfAL CCEPGULTION The nart business to ecuse befan the meeting pertained to the Campecy's partic$pation in a progran relative to W use of atcato energy. In this matter the chairman deferred to Mr. Reidis, the President, ce refarna to the fmet that, ever the past setsml years, parsonnel of the Company had been closely fallar<ing detslosamente relating to the utilitatinn of energy , from n=1ame fission or fusica for the ganaraticut of alectrio power. Es stated ht partiaipaties by'the Company and its persnnnai in such vark had been oeossieued by the neognition by the Company that its obligatics to its,eustceners and investors require that it contipuously seek, in all ressou-ehle waye esensensurate with its finsnarlal capabilities, to improve the elec-trio service nndered by it anl to increase the officioney of its operations and to participate frams time to time in research sad arperimental activities aincted.te these objoetives. He et ited ht, after extensive eensideratica by the Ceupemy ama its affiliated Am rican utility operating ccorpanies, they het reached the osmalusian ht came effective voy te an.km progress toward ocessemie mueleer power vee te constrat, operate e.d maintain, as_an integral ocupenent of a research and azprimental program, a small arperimental reactor is which the potentialities mast operating characteristics of certain types of nuclear fual ani reacte compcrients could be rigorously investigated. He stated ht the Censpany and such affiliates had also ccmeluded that it vould be desirable to datalop a nuclear research project in which personnel of the Ocupany would have a direct participation in the design, construction, opera-tien and maintenance of a at: clear reactar, and the testing, analysis of the results of operatieu and evaluation of the performance of certain types of n=1ame feal, se ht such personnal vould have a fizia basis for jtaipant vbes the time come for the installation by the Company and such offiliates of a essenercial-scale and ecarm=1cally ocenstitin nuclear plant. Tbs Pmsidant stated that experience in other nuclear projects with unanticipated increases in cost had caused the Ccupony and such offili-ates to eenelute ht it oss impetant that any nuclear project Wich was developed isedthat(aby)the r---eiyCampany und vote reci' e limits N . affiliates shouldthe plaemi upon becosts so conceived and organ. to be barna by the Campany and such at %ates and (b) a substantial contribution to the project of persMnal, expere sat furds is made by the manufacturer of the nuclear equipment and ftal. He &+ed v ast negtytiaticas had been had over a perice of sevaral armths vi',h various f.:.anufacturers of equipment and that the ' proposal submitted by Westinghouse Electric Corporation (" Westinghouse") was the most favorable to W Company and sah affiliates, not culy in terms of cost to the Campany and such affiliates but also in terms of the establish-ment of limitations on the potential coat to the Campany and such affiliates and the sentributi =ts to the project to be made by h manufacturer. The }restaant stated ht, after intensivs investigation, it had been canaluded that the project should be emducted through the instru. and such effiliates mentality hsA causedof a non-profit Sarten ceparationCorporation Nuclear Experiaantal and that (the Cg"SEEC ) to be organized. Ee stated that negotiations had been condtuted with Westirypouse eencerning the te.as of a definitive ccaatract and he presented to, and there was ordered filed with the records of this meeting, a copy of a draft, dated April 8, 1959, of a p. ". ocutract between SEEC and Westinghouse. He stated that, while it wou1A be necessary to make certain revisians in this draft of pro-posed centract between SIBC and Westinghouse, this draft set forth the essen-tial terms of the g,- _ " arranramments between SNEC and WestMe. He s stated ht this proposed sentrane centeacplates that (1) Westinshouse vill supply the reactee and associated equipment to BXEC for a fixed price of .
$6,250,000,(2) Westinebeuse vill be respansible far furnishing all nuclear faal and centrol rod requirements of h praject for an operating period of 3
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five years, (3) Westingboose vill make subetantial contributions of manpower and facilities in eennectima vie the ovarall neoarch and development ef-forts, (4) Westin$ ease vill be respansible for risk of less er Amay to sta % reacter and plant equijament te be furnished by Westinghouse under the agree-meat until Os first criticality of the reacter and the nafter SIEC will be reopensible for all such risk of less er damaga, (5) SIEC will arrany far the issimmes of a c. Q damage insurease policy covering, maeng other things, this Oempesty's existing Sarten Station properties, such policy to be effective with the first leading of fuel into the noctor, with presima se such policy after en fint leading sad pier to the first criticality to be borne by Wettin p ouse except that this Company vill pay that part of the promitat m 3
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such policy which is eguivalent se the T emium m the physical ammap insur-
, j amee en existing Sartem 3s eporties~oarried by this &mpany prier to the of - - -
festive este of suah polisy, (4) SEEC shall cause this Company tse be named as one of the inssawa parties oevent by such polley, (7) SERC vin take out a policy provi&ing such financial protection against third party liability as may be required by the Atemia hergy Aat of 1954, as smondad, te quaUfy for government ind==aification as centemplated by Section 170 of that Act, ani (8) in eensideratiam of Westinghouse's undertakings meer the agreement be-twena 530 ami Westin$ense sad in omsiderstica of the coversen to be af-ferded to this Campany by the property damap policy refernd to, this Ccanany vill waive say right of recovery spinst Westingbouse er Oilbert Associates, Inc. (which has been esplayos by Westingbouse to assist in performing the vark centaglated by the ocatr;ct) and their agnats, employees and cetractors for Asmage to this Company's property arising out of or resulting fran the radio active, tesio, explosive or erther hasarts, properties of source, special nuclear er by-product asterial used in connection with tLa project. The President stated that, in sedar to implement the proposed l entreet between MEC and Westingbouse, a form of proposed agreement betvoen SEEC, en the one hand, and this Campany and its affiliated American utility I sperating esquies, en the other hard, had aise been prepared, sai he pre-seated to, and there was ardared files. With the recards of this meeting, the form of suah , , n i agreemmat. Be referred to the fact that the proposed I agewommet between SERC, a the ene hand, and this Comprmy and its affiliated Amerioen utility operating campanies providad in essence that (1) this Cea-pony would sell to SEEC, at a price of $500 per acre, a tract of approximately 2 acres adjacent to this Company's Cristing Sarton Generating Station, such sale to be free and clear of asterial liens and encumbrances, (2) this C:sa-pony and its affiliated Americea utility operating ccmipanies would approve l the easeution and delivery by SEEC of an agreement betvoen SIEC ami Vea ting- , house in' the faen autuaitted to this meeting, with such changes therein as shall be ===4=analy approved by SEEPS board of directors, (3) this Company and its affiliated American utility operating campanies would make payments to MBC fess time to time.ef sich suas as shall be required by SEEC in order to meet its finanaial obligations to Westin$euse veder that agreement and smh other ftmas as the bosat of directors of SEEC shall "nanimausly datar-mine are required by SEEC Auring the perini of design, constructice and j speration of SEEC's remeter to carry out its objectives and thereafter to vint up its affairs, (4) SEEC will sell to this Caupeny the steen deliven d from SEEC's heat-exalanger at a prios which is the approximate renW~t value of such its delivery steen to this to this Campany)tador Company the conditims and (5 upon the dissolution and atany cf SNEC, the re-tire of wnW property which SEBC any he== after provisim far its liabilities shall be dispeeed of to a netprofit educational er scientific corporatioL. and in no event shall any part of the funds or property furnished by this Cemny or any of its affiliated Ameriosa operating utility companies revert to ch . campanies. The Pasident stated that it was proposed that this Caspany - , and its affiliated Amariaan operating utility ocupanies (1) Purchase all the
,sutherised capital steek of sunc (oansistins of an agarosate of 20,000 shares)
- at a 3sioe per share equal to the par value thereof, namely, $1.00 per share,, ,
er'an aggregate of $0,000, in ordar to make provisim toward meeting SNEC's verkLng capital requinments and (2) contribute to SNEC the balance of the _ _ i_- _- -. y . + , . - , m4 y _ _ ,gc g 4 ..,g_.,gi% - ~ -
i s , L ftada needed by SIEC to carry out its projected financial chligaties to I Vestinabeuse and to meet its other financial nquirements. He also stated , ' ' that the proposed agreement with SECC prwided that this Ccapany abould pur. 8 p chose 26% of SIBC's capital stock ard centribute 244 of the furds thus to be ocatributed to SIEC. Be stated that this partentage had been datermined on a basis designed to give recognitim to the relative benefits whit.h this Can-pany and its affiliated American utility operating ecmpanies may each reasco-ably expect to receive from the achieweent of economic nuclear electrio power after taking into censideration their present and projected relative load levels and cuentional tual costs and sequence of installation of ccusercial-scale nuclear povar plants. . I The President stated that the carrying-out of h program which he had outlined sui the agnements which be pnsented to the meeting would require, amag other things, various filings with regulatory bcdies, as voll as the filing of an application with the Internal Revenue Service with respect to the proposed tax treatment of h ecotributions by this Caspany and its American operating utility affiliates to SIEC.
, After discussion, upon metica duly mada, seconded and un=M.
nously carried, the fellowing resolutions more adopted RE9C[TED, that the prepar officers of this Carpany be, and they hereby are, authorized, in the nano and on behalf of this Coupeay, to execute and daliver an agreement be-tween Baxten Nuclear Erperimental Corporation ("SKEC"), a the one hand, and this Campany and its affiliated American utility operating campanies, on the other hand, in the farm presented to this meeting with such changes hrein, if any, as the officers of this Com-pecy executing ana delivering sua agreement shall apprwe, their approval to be conclusively demen-strated by their executicm and delivery of such agreement. FW5EER RESCLTED, that the proper officers of this Campany be, and they hereby are, autha-ized, in the name ani on behalf of this Congacy, to execute ani deliver a valver agreement, in such fees as the officers of this Ccupany shah spprove (their approval to be eenclusively Ama-trated by their axecution and delivery of k 'h vair T agreement), whereby this Campany vaives any right of recorary against West-inghouse Iloctrio Corporatica or Gilbert Associates, Inc. or either of thma, their agents, employees, centractors, subcontractars and suppliers far dma-ages to this Campany's property arising out of, or resulting from, h radio active, tazie, explosive er other Mendens prvparties of source, special nualear er by-product material used in connection with the SIEC project. N 2]ECLTED, that the prepar officers of this Campany be, and they bareby are, authorized, in the name and en behalf of this Campany, to azocuts ani file, ard/or to join in the areoution and filing of, sunk a;,lications, declaraticas, petiticos, soeurities certificates, ani/ar statements, and ameM= ants ard/or supplements to any or all of the faressing, as, in W judgment of the offi-cars executing the same, may be necessary ce . appropriate in ocnnectice with the carrying out of the nunlear project generally described to this meeting eni the agreements relating thereto presented to this meeting, and, in connection with
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l . c or all such applications and other documents, any/or and any proceedings relating therete, to desig. ,s nate such atterneys, agents for service sai other J. representativos of his Company as the officers taking such nation may aeea necessary or appro-priate, inaltding, vincut limiting the foressing in any respect, the joinder by this C<stpany in the saecution and filing of an applicatitm to the Internal Revents Service and in the axecution sad salivery of a power of attorney in conr.eotion ; therewith. . FURTIGR IulCLYB, Qat the proper officers of this Cear,any be, a:d they hereby are, authorised, in the name and on behalf of this Company, to take any and all other action which in their Judgment may be necessary er appropriate to carry out the intent of the forspoing resolutiees. eeeeo I, R. F. Pmun, Secretary of FEMSTLTANIA ELEC:RIC CCMANT, a car. poration of the State of Pannsylvania, DO EI:KEBT CERTIyf that the above aui foregoing is a true and correct copy of excerpts from the minutes ard certain resolutions &nly a&epted by the Beart of Directore of Pennsylvania Electric Company at a meeting thereof duly convensa and bald ce the 8th day of June, 1959, at which meeting a quarum was present and voted, sui that said resolu-tions have not been annulled, revoked er smaaled in en way whatsoever tut are in full feroe and effect. VITIEBS the signature of the undersigned as such ot'ficer of the Company and its serparate seal baretmte affixed this 23rd day of October, 1959.
/s/ R. F. PRUNER Secretary (SEAL) 5 e
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APPENDIX N EXCERPT FROM !!INUTES OF MEETING OF THE DOARD OF DIRECTORS OF METROPol.ITAN EDISON CO!!PANY ON AUCUST 4, 1959 RATIFYING THE ACTION OF THE OFFICERS OF THE COMPANY IN EXECUTING THE AGREEMENT WITH SAXTON NUC12AR EXPERIMENTAL CORPORATION The President referred to the fact that, over the past several years, personnel of the Company had been closely following developments relating to the utilization of energy from nuclear fission or fusion for the 8eneration of electric power. He stated that participation by the Company and its personnel in such work had been occasioned by the recognition by the Company that its obligations to its customers and investors require that it continuously seek, in all reasonable ways commensurate with its financial capabilities, to improve the electric service rendered by it and to increase the efficiency of its operations and to participate from time to time in research and experimental activitied directed to these objec-tives. He stated that, after extensive consideration by the Company and its affil-iated American utility operating companies, they had reached the conclusion that one effective way to make progress toward economic nuclear power was to construct, operate and maintain, as an integral componen: of a research and experimental program, a small experimental reactor in whief the potentialities and operating characterisitics of certain types of, nuclear fuel and reactor components could be rigorously investigated. He stated that t e Company and such affiliates had also concluded that it would be desirable to develop a nuclear research project in which personnel of the Company would have a direct participation in the design, construction, operation and maintenance of a nuclear reactor, and the testing, analysis of the results of operation and evaluation of the performance of certain types of nuclear fuel, so that such personnel would have a firm basis for judgment when thes time came for the installation by the company and such affiliates of a concercial scale and economically competitive nuclear plant. l The President stated that experience in other nuclear projects with l unanticipated increases in cost had caused the company and such affiliates i to conclude that it was important that any nuclear project which was developed l by the Company and such affiliates should be so conceived and organized that l (a) reasonably precise limits were placed upon the costs to be borne by the Company l and such affiliates and (b) a substantial contribution to the project of personnel, experience and funds is made by the manufacturer of the nuclear equipment and fuel. He stated that negotiations had been had over a period of several months with ! various manufacturers of equipment and that the proposal submitted by Westinghouse l Electric Corporation (" Westinghouse") was the most favorable to the Company and ! such affiliates, not only in terma of cost to the Company and such affiliates buc also in terms of the establishment of limitations on the potential cost to the l Company and such affiliates and the contributions to the project to be made by the ! manufacturer. The President stated that, after intensive investigation, it had been concluded that the project should be conducted through the instranentality of a nonprofit corporation and that the Company and such affiliates had caused Saxton ' - l Nuclear Experimental Corporation ("SNEC") to be organized. He stated that negocia-tions had been conducted with Westinghouse concerning the terms of a definitive contract and he presented to, and there was ordered filed with the minutes of, the meeting a copy of a contract, dated July 27, 1959, between SNEC and Westinghouse, t
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. 2-He stated that this contract set forth the essential terms of the arrangements between SNEC and Westinghcuse. He stated that this contract contemplates that (1) Westinghouse will supply the reactor and associated equipment to SNEC for a fixed price of $6,257,000, (2) Vestinghouse will be responsible for furnishing all nuclear fuel and control rod requirements of the project for an operating period of five years, (3) Westinghouse will make substantial contributions of manpower and facilities in connection with the overall research and development efforts, (4) Westinghouse will be responsible for rish of loss or damage to the reactor and plant equipment to be furnished by Westing-house under the agreement until the first criticality of the reactor and thereafter SNEC will be responsible for all such risk of loss or uamage, (5) SNEC will arrange for the issuance of a property damage insurance policy covering, among other things, Pennsylvania Electric Company's existing Saxton Station properties, such policy to be effective with the first loading of fuel into the reactor, with premiums en such policy after the first loading and prior to the first criticality tu be borne by Westinghouse except that Pennsylvania Electric Company will pay that part of the premium on such policy which is equivalent to the premium on the physical damage insurance on existing Saxton properties carried by Pennsylvania Electric Cocpany prior to the effective date of such policy, (6) SNEC shall cause Pennsylvania Electric Company to be named as one of the insured parties covered by such policy, (7) SNEC will take out a policy providing such financial protection against third party liability as may be required by the Atomic Energy Act of 1954, as amended, to saalify for government indemnification as contemplated by Section 170 of that Act, and (8) in consideration of Westinghcuse's undertakings under the agreement between Westinghouse and SNEC and in consideration of the coverage to be cfforded to Pennsylvania Electric Company by the property damage policy referred to. Pennsyl-vania Electric Company will waive any right of recovery against Westinghouse or Gilbert Associates, Inc. (which has been amployed by Westinghouse to assist in per-forming the work contemplated by the contract) and their agents, employees and con-tractors for damage to Pennsylvania Electric Company's property arising out of or resulting from the radioactive, toxic, explosive or other hazards, properties of source, special nuclear or by-product mattrial used in connection with the project.
The President stated that, in ordar to b plement the contract between SNEC and Westinghouse, an agreement between SNEC, on the one hand, and this Company and its affiliated American utility operating companies, on the other hand, had also been prepared, and he presented to, and there was ordered filed v4.th the minutes of, the meeting a copy of such agreement dated June 8, 1959. He referred to the fact that the agreement between SNEC, on the one hand, and this Company and its affili-ated American utility operating companies, on the other hand, provided in essence that (1) Pennsylvania Electric Company would sell to SNEC, at a price of $500 per acre, a tract of approximately 2 acres adjacent to Pennsylvania Electric Company's existing Sarton Generating Station, such sale to be free and clear of material liens and encumbrances, (2) this Company and its affiliated American utility operating companies had approved the execution and delivery by SNEC of an agreement, dated July 27, 1959, between SNEC and Westinghouse in the form submitted to this meeting, (3) this Company and its affiliated Americam utility operating companies would make payments to SNEC from time to time of such sums as shall be required by SNEC in order to meet its financial obligations to Westinghouse under that agree-ment and such other funds as the board of directors of SNEC shall unanimously deter- . mine are required by SNEC during the period of design, construction and operation of SNEC's reactor to carry out its objectives and thereaf ter to wind up its affairs, * (4) SNEC will sell to Pennsylvania Electric Company the ateam delivered from SNEC's - heat-exchanger at a price which is the approximate replacement value of such steam to that Company under the conditions and at the time of its delivery to that company and (5) upon the dissolution of SNEC, any remaining property which SNEC may have
\ . s .' ) 3 after provision for its liabilities shall be disposed of to a nonprofit educational or scientific corporation and in no event shall any part of the funds or property furnished by Pennsylvania Electric Company or any of its affiliated American operat-' ing utility companies revert to such companies. The President stated that this Company and its affiliated American operating utility companies would (1) purchase all the authorized capital stock of SNEC (con-sisting of an aggregate of 20,000 shares) at a price per share equal to the par value thereof, namely, $1.00 per share, or an agcregate of $20,000, in order to make provision toward meeting SNEC's working capital requirements and (2) contribute to SNEC the balance of the funds needed by SNEC to carry out its projected financial obligations to Westinghouse and to meet its other financial requirements. He also stated that the agreement with SNEC provided that this Company should purchase 32% of SNEC's capital stock and contribute 32% of the funds thun to be contributed to SNEC. He stated that this percentage had been determined on a basis designed to give recognition to the relative benefits which this Cocpany and its affiliated American utility operating companies mcy each reasonably expect to receive from the achievement of economic nuclear electric power after taking into consideration their present and projecte6 relative load levels and conventional fuel costs and sequence of installation of commercial scale nuclear power plants. The President stated that the carrying out of the program which he had outlined and the agreements which he presented to the meeting required, among other things, various filings with regulatory bodies, as well as the filing of an appli-cation with the Internal Revenue Service with respect to the proposed tax treatment of the contributions by this Company and its American operating utility affiliates to SNEC. After discussion, upon motion duly made, seconded and unanimously carried, l the following resolutions were adopted RESOLVED, that the action of the officers in executing, in the namt and on behalf'of this Company, agreement under date of June 8, 1959, between Saxton Nuclear Experimental Corporation ("SNEC"), on the one hand, and this Company and its affiliated American utility operating companies, on the other hand, in the form presented to this meeting, be and the same is hereby approved, ratified and confirmed. RESOLNED, that the proper officers of ti.s Company be, and they hereby are, authorized, in the name and on behalf of this Company, to execute and file, and/or to join in the execution and filing of, such applications, declarations, petitions, securities certificates, and/or statements, and amendments and/or supplements to any or all of the foregoing, as,in the judgment of the officers executing the same, may be necessary or appropriate in connection with the carrying out of the nuclear project generally described to this meeting and the agreements relating thereto presentel to this meeting, and, in connection with any or all such applications and other documents, and/or any proceedings relating thereto, to designate such attorneys, agents for service and other representatives of this Company as the officers taking such action may deem necessary or appropriate, including, without , limiting the foregoing in any respect, the joinder by this Company in the execution and filing of an application to the Internal Revenue Service and in the execution and delivery of a power of attorney in connection therewith. .. 33
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. 4-RESc1NED, that the proper officers of this Company be, and they hereby are, ' ' -
I authorized, ie the name and on behalf of this Company, to take any and all other action which in their judgment may be neesssary or appropriate to carry out the intent of the foregoing resolutions. THIS Ic TO CERTIFY that the undersigned is SECRETARY of METROPOLITAN EDISON Col!PANY, a corporation of the Commonwealth of Pennsylvania; that the fore-going in a true and correct excerpt from minutes of the Board of Directors of said Company at a meeting thereof duly convened and held on the 4th day of August, 1959, at which meeting a quorum was present and voted; and that the resolutions therein were duly and regularly adopted and have not been annulled, revoked or amended in any way whatsoever and are in full force and effect. WITNESS the signature of the undersigned as such officer of the Company and its corporate seal hereunto affixed this 23rd day of October, 1959. (SEAL)
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SAXTON NUCLEAR EXPERIMENTAL CORPORATION Certified Extract from Minutes of Board of Directors ., Meeting held June 8, 1959 The Chairman stated that, as the Articles of Incorporation and By-Laws make clear, the princi-pal purpose of the Corporation is to serve as an instrumentality through which the members of the i Corporation may contribute to the advancement of the art of Generating electric energy by nuclear means through constructing, operating and maintaining, as an integral component of a research and experimental program, a small experimental reactor in which the
- potentialities and operating characteristics of cartain types of nuclear fuel and reactor components can be rigorously investigated. He stated that this Corporation's nuclear research project would make available to its members a vehicle whereby the per-sonnel of such members could have direct participa- '
tion in the design, construction, operation and maintenance of a nuclear power reactor which could be subjected to actual utility load conditions, so that such personnel would have a firm basis for their judgments when the time came for the installation by their employer of a commercial-scale and economically competitive nuclear plant. The Chairman stated that experience in other nuclear projects with unanticipated increases in cost had caused the prospective shareholder members of this Corporation to conclude that it was important that this Corporation's nuclear project should be so con-ceived and organized that (a) reasonably precise limits were placed upon the costs to be borne by such members and (b) a substantial contribution to the project of personnel, experience and funds is made by the manu-facturer of the nuclear equipment and fuel. He stated that negotiations had been had with various manufacturers of equipment and that the proposal submitted by Westing-house Electric Corporation (" Westinghouse") was the most favorable to the Corporation, not only in terms of cost to the Corporation but also in terms of the estab31sh-ment of limitations on the potential cost to the Com-pany and its affiliates and the contributions to the project to be made by the manufacturer. He presented to, and there was ordered filed with the minutes of, the meeting, a copy of the draft, dated April 8, 1959, . of a proposed contract between SNEC and Westinghouse.
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certain revisions in this proposed draft of contract between this Corporation and Westinghouse, this draft set forth the essential terms of the proposed arrange-ment between this Corporation and Westinghouse. The Chairma stated that the proposed agreo- ' ment botween this Corporation and Westinghouse contemplates that (1) Westinghouse will supply the reactor and asso-ciated equipment to this Corporation for a fixed price of
$6,250,000,(2) Westinghouse will be responsible for furnishing all nuclear fuel and control rod requirements of the -project for an operating period of five years, (3) Westinghouse will make substantial contributions of manpower and facilities in connection with the overall research and developm'ent efforts, (4) Westinghouse will be responsible for risk of loss or damage to the reactor and plant equipment to be furnished by Westing-house under the agreement until the first criticality of the reactor and thereafter this Corporation will be responsible for all such risk of loss or damage, (5) this Corporation will arrange for the issuance of a property damage policy covering, among other things, the existing Saxton Station Electric Company ("Penelec") ,properties of Pennsylvania such policy to be effect-ive with the first loading of fuel into the reactor, and premiums on such policy after the first loading and prior to the first criticality to be borne by Westinghouse except that Penelec will pay that part Nx theof the premium on such policy which is equivalent to premium on the physical damage insurance on exist-ing Saxton properties carried by Penelec prior to the effective date of such policy, (6) this Corporation will cause Penelee to be named as one of the insured parties covered by such policy, (7) this Corporation will take out a policy providing such financial pro-tection against third party liability as may be required l by the Atomic Energy Act of 1954, as amended, to qualify l for government indemnification as contemplated by Sec-l tion 170 of that Act, and (8) in consideration of l Westinghouse 8s undertakings under the agreement between Westinghouse and SNEC and in consideration of the cover -
i age to be afforded to Penelec by the property damage l policy referred to, Penelec will waive any right of recovery against Westinghouse or Gilbert Associates, Inc.
-(which has been employed by Westinghouse to assist in performing the work contemplated by the . agreement) <
and their agents, employees and contractors for damage to Penelec's property arising out of or resulting from *~" 5 l l
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3 the radioactive, toxic, explosive or other hazardous % properties of source, special nuclear or by-product material used in connection with the project. The Chairman stated that, in order to imple-ment the proposed agreement between this Corporation and Westinghouse, there had also been prepared a form of pro-posed agreement between this Corporation and the four public utility operating companies (the " Utility Com-panies") which had caused this Corporation to be organ-ized. He presented to, and there was ordered filed with the minutes of, the meeting, the form of such proposed agreement. He referred to the fact that~the proposed agreement between this Corporation and the Utility Com-panies provides in essence that (1) this Corporation will purchase from Penelec, at a price of $500 per acre, a tract of approximately two acres adjacent to Penelec's l existing Saxton Generating Station, such sale to be free-and clear of material liens and encumbrances, (2) the Utility Companies approve the execution and delivery by this Corporation of an agreement between this Corporation ! and Westinghouse in the form submitted to thh meeting, with such changes therein as shall be unanimously approved by this Corporation's board of directors, (3) the Utility Companies will make payments to this Corporation from time to time of such sums as shall be required by this Corporation in order to meet its financial obligations to Westinghouse and such other funds as the board of directors of this Corporation shall unanimously determine are required by this Corporation during the period of design, construction and operation of this Corporation's l reactor to carry out its objectives and thereafter to ! wind up its affairs, (4) this Corporation will sell to Penelee the steam delivered from this- Corporation's heat-exchanger at a price which is the approximate , replacement value of such steam to Peneleo under the con- ! ditions and at the time of its delivery to Penelec and L (5) upon the dissolution of this Corporation, any remain-l ing property which this Corporation may have after pro-vision for its liabilities shall be disposed of to a non-profit educational or scientific corporation and in no event shall any part of the funds or property furn-1shed-to this Corporation by the Utility Companies revert to such Companies. The Chairman stated that the proposed agreement between this Corporation and the Utility Companies pro- .. vides in part that (1) the Utility Companies will pur-chase all the authorized capital stock of this Corporation e
e 4 (consisting of an aggregate of 20,000 shares) at a price per sharc equal to the par value thereof, namely, $1.00 per share, or an aggregate of $20,000, in order to make provision toward meeting this Corpora-tion's working capital requirements and (2) the. Utility Companies will contribute to this Corporation the bal-ance of the funds needed by this Corporation to carry ! out its projected financial obligations to Westing- t house and to meet its other financial requirements. He also stated that this proposed agreement specified the relative properticns in which each of the Utility Companies was to purchase such capital stock of, and make such contributions to, this Corporation. The Chairman stated that the carrying-out of the program which he had outlined and the agreements which he presented to the meeting would require, among other things, various filings with regulatory bodies, as well as the filing of an application with the-Internal Revenue Service with respect to the proposed tax t.' eat-ment of the contributions by the Utility Companies to this Corporation. After discussion, upon motion duly made, seco1ded and unanimously carried, the following resolutions were adopted: RESOLVED, that the President or any Vice President of this Corporation be, and he hereby is, authorized, in the name and on behalf of this Corporation, to execute and deliver an agreement between this Corporation, on the one hand, and Jersey Central Power & Light Company, Metropolitan Edison Com-pany, New Jersey Power & Light Company and Pennsylvania Electric Company, on the other hand, in the form presented to this meeting with such changes therein, if any, as the officer of this Corporation execut-ing and delivering said agreement shall approve, his approval to be conclusively demonstrated by his execution and delivery of such agreement, and the Secretary or any Assistant Secretary of this Corporation bo, and he hereby is, authorized to affix the . seal of this Corporation to said agreement and to attest the ensealing and execution of such agreement. ,
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l 5 FURTHER RESOLVED, that the President or any Vice w- l President of this Corporation be, and he hereby is, authorized, in the name and on behalf of this Corpora - tion, to execute and deliver an- agree-ment between this Corporation and Westinghousu Electric Corporation (" Westinghouse");nin the_ form presented - 1 to this meeting with such changes there-in, if any, as the officer executing said agreement shall approve, his approval to be conclusively demonstrated by his execution and delivery of such agreement and the Secretary or any Assistant Secretary of this Corporation be, and he hereby is, authorized to affix the corporate seal of this Corpora- ) tion to said agreement and to attest the ' ensealing and execution of said agree-ment. FUPTHER RESOLVED, that the proper officers of this Cor-poration be, and they hereby are, author-ized, in the name.and on behalf of this Corporation, to execute and file, and/or . to jcin in the execution and filing of, I such applications, declarations, pe-titions, securities certificates, and/or i statements, and amendments and/or sup- i plements to any or all of the foregoing, as, in the judgment of the officers i executing the same, may be necessary or l appropriate in connection with the carry- 3 ing out of the nuclear project generally described to this meeting and the pro-posed agreements relating thereto pre-sented to this meeting, and in connection with any or all such applications and other documents, and/or any proceedings relating thereto, to designate such attorneys, agents for service and other representatives of this Corporation as the officers taking such action may deem necessary or appropriate, including, without limiting the foregoing in any respect, the joinder by this Corporation in the execution and filing of an applica-tion to the Internal Revenue Service and in the execution and delivery of'a power ,. of attorney in connection therewith. "' k
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6' FURTHER RESOLVED, that the proper officers of this " Corporation be, and they hereby- are, authorized, in the name and on behalf of this Corporation, to take any and all other action which in their judg-ment may be necessary or appropriate to carry out the intent of the fore-going resolutions. . I, R. F. PRUNER, Assistant Secretary of SAXTON NUCLEAR EX-PERIMENIAL CORPORATION, a corporntion of the State of Pennsylvania, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of excerpts frcen the minutes and certain resolutions duly adopted by the Boarti of Directors of Saxton Nuclear Experimental Corporstion at a meeting thereof duly convened and held on the 8th day of June, 1959, at which meeting a quorum was present and voted, and that said resolutions have not been annulled, revoked or amended in any way whatsoever but are in full force and effect. WITNESS the signature of the undersigned as such officer of the Corporation and its corporate seal hereunto affixed this 26th day of October, 1959.
/s/ R. F. PRUNER Assistant Secretary (SEAL)
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Unanimous Consent of Directors I l The undersigned Directors of Saxton Nuclear i Experimental Corporation, a Pennsylvania non-profit .; l corporation, do hereby exercise the authority conferred upon them by Section 16 of the By-Laws of the Corpora- ; tion (whereby, if all the directors shall severally I or collectively consent in writing to any action pro-posed to.be taken by the Corporation, such action - shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors), by consenting to the adoption of the following preambles and resolutions: WHEREAS, under date of June 8, 1959, and pur-suant to the authority granted by this Board of Directors l at a meeting held that day, this Corporation entered into an agreement with Jersey Central Power & Light Com-pany, . Metropolitan Edison Company, New Jersey Power & Light Company and Pennsylvania Electric Company (such .
- companies being herein collectively referred to as the
" Utility Companies") whereby, among other things, the
~ Utility Companies (1) approved the execution and delivery by this Corporation of an agreement between this Corpora-tion and Westinghouse Electric Corporation (" Westinghouse") ' 1 ~
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( , t > j . ) 2 in the form presented to such meeting with such changes - therein as shall be unanimously approved by this Corpora-tion 8s Bowd of Directors and (2) during the period of design and construction of this Corporation's reactor and continuing thereafter for a period of not more than five years after criticality of this Corporation's reactor, such funds as the Board of Directors of this Corporation shall from time to time unanimously determine are required by this Corporation in order to carry out its objectives, including all, such funds as may be required to assure safe operation of the plant and to comply with the financial protection and safety requi e-ments of the Atomic Energy Commission; and WHEREAS, under date of July 27, 1959, this Corporation entered into an agreement with Westinghouse, a copy of which agreement has heretofore been expressly approved by each of the directors of this Corporation, and, under date of August 10, 1959, has turnished'to the Utility Companies and to each of the undersigne'd , directors a copy of the estimated costs of this Corpora-tion's project (such estimated costs being reflected in pages 1 to 3, inclusive of Exhibit 1(a)3 of the joint Application-Declaration of this Corporation and the Utility Companies under the Public Utility Holding - Company Act of 1935 (SEC File No. 70-3816). , 4 _ _ _ . _ _ _ _ _ _ _ _ _ . - - - _ _ _ _ - - - _ - - - - - - - - - - - - - - - - - - - - - - - - ' - - - - - - - - - ^ - - - - - " ^ ~ - - - - - - - ' - '- --
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NOW, THEREFORE, BE IT RESOLVED, that each of the undersigned directors of Saxton Nuclear Experi-mental Corporation does hereby approve the execution and . delivery by this . Corporation _of_ the. agreement ,---- ~~~'
^^4 dated July 27, 1959, between this Corporation and Westinghouse, a copy of which agreement is hereby ordered filed in the corporate records of this Corpora-tion, and also approves the statement of estimated costs and determines that the funds reflected in such state-ment - of estimated costs are required by this Corpora-l tion in order to carry out its objectives, and author- !
1 izes the expenditure of funds by the officers of this ) I Corporation in accordance with such statement.
. IN WITNESS WHEREOF this consent has been I
. unanimously executed and delivered by each of the Directors of Saxton Nuclear Experimental-Corporation, all as of the 23rd day of October, 1959 l
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A.. ,. l THIS IS TO CSRTIPY that the undersigned 16 an Assistant Secretary of Saxton Nuclear Experi- ,,,. mental Corporation, a non-profit corporation of the Commonwealth of Pennsylvania; the foregoing is a true and correct and complete copy of a consent duly i i executed by all the Directors of Saxton Nuclear Experimental Corporation under date of October 23, 1959 WITNESS the signature of the undersigned as Assistant Secretary of Saxton Nuclear Experimental Corporation and its corporate, seal hereunder affixed this 23ni day of October , 1959.
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