Exhibit 3(m)
CERTIFICATE OF AMENDMENT TO RESTATED ARTICLES
OF INCORPORATION, AS AMENDED, OF
WESTERN RESOURCES, INC.
We, David C. Wittig, Chairman of the Board, President, and Chief Executive Officer, and Larry D. Irick, Vice President and Corporate Secretary of Western Resources, Inc., a corporation organized and existing under the laws of the State of Kansas, do hereby certify that at a meeting of the Board of Directors of said corporation, the board adopted resolutions setting forth the following amendment to the Restated Articles of Incorporation and declaring its advisability:
WHEREAS, Article II of the Company’s Restated Articles of Incorporation sets forth the legal name of the Company;
WHEREAS, the Board of Directors and management deem the change of the Company’s name appropriate and advisable;
NOW, THEREFORE, BE IT RESOLVED, that Article II of the Company’s Restated Articles of Incorporation be amended by deleting Article II in its entirety and substituting in place thereof the following Article II, and such action is hereby declared advisable:
“Article II
The name of the Surviving Corporation is and shall be Westar Energy, Inc.”
FURTHER RESOLVED, that the foregoing amendment to Article II of the Company’s Restated Articles of Incorporation be submitted to the Company’s stockholders for approval and, conditioned upon such approval, the Secretary or Assistant Secretary of the Company is hereby authorized and directed to certify the resolution and to file the same with the Secretary of State of the State of Kansas;
FURTHER RESOLVED, that the officers of the Company are hereby authorized to take such action as they may deem necessary or appropriate to carry out the foregoing resolutions.
We further certify that thereafter, pursuant to said resolution, and in accordance with the by-laws of the corporation and the laws of the State of Kansas, pursuant to notice and in accordance with the statutes of the State of Kansas, the shareholders at a meeting duly convened considered the proposed amendment.
We further certify that at the annual meeting of shareholders held on June 11, 2002, a majority of common and preferred shares together entitled to vote, voted in favor of the proposed amendment.
We further certify that the amendment was duly adopted in accordance with the provision of K.S.A. 17-6602, as amended.
We further certify that the capital of said corporation will not be reduced under or by reason of said amendment.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of said corporation the 19th day of June, 2002.
/S/ DAVID C. WITTIG | ||
David C. Wittig Chairman of the Board, President and Chief Executive Officer | ||
/S/ LARRY D. IRICK | ||
Larry D. Irick Vice President and Corporate Secretary |
State of Kansas | | | |||
| | SS. | |||
County of Shawnee | | |
Be it remembered that before me, a Notary Public in and for the aforesaid county and state, personally appeared David C. Wittig, Chairman of the Board, President, and Chief Executive Officer, and Larry D. Irick, Vice President and Corporate Secretary, of the corporation named in this document, who are know to me to be the same persons who executed the foregoing certificate and duly acknowledge that execution of the same this 19th day of June, 2002.
/S/ PATTI BEASLEY | ||
Notary Public | ||
NOTARY PUBLIC—State of Kansas | ||
Patti Beasley | ||
My Appt. Exp. 11-18-04 |
I hereby certify this to be a true and
correct copy of the original on file.
Certified on this date: June 19, 2002
Ron Thornburgh, Secretary of State