Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
SOUTHERN CALIFORNIA EDISON COMPANY
The undersigned, ALISA DO and MICHAEL A. HENRY, hereby certify that they are the duly elected and acting Vice President and Corporate Secretary and Assistant Secretary, respectively, of SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, with California entity number 0057827, and that the Articles of Incorporation of said corporation shall be amended and restated as follows:
“AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
SOUTHERN CALIFORNIA EDISON COMPANY
First: The name of the corporation is:
SOUTHERN CALIFORNIA EDISON COMPANY
Second: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
Third: Intentionally omitted.
Fourth: Intentionally omitted.
Fifth: SPECIAL VOTING PROVISIONS: The preferred capital stock of the corporation may be increased or diminished at a meeting of the shareholders of said corporation by a vote representing at least two-thirds of the entire subscribed or issued capital stock of the corporation.
Sixth: AUTHORIZED CAPITAL:
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(c) | Preference Stock--fifty million (50,000,000) shares with no par value; and |
(d) | Common Stock--five hundred sixty million (560,000,000) shares with no par value. |
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In no event, so long as any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock shall be outstanding, shall any dividend, whether in cash or property, be paid or declared, nor shall any distribution be made, on the Preference Stock or the Common Stock, nor shall any shares of Preference Stock or Common Stock be purchased, redeemed or otherwise acquired for value by the corporation, unless all dividends on the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock of all series for all past quarterly dividend periods shall have been paid or declared and set apart. The foregoing provisions of this subparagraph shall not, however, apply to a dividend payable in Preference Stock or Common Stock or to the acquisition of any shares of Preference Stock or Common Stock in exchange for, or through application of the proceeds of the sale of, any shares of Preference Stock or Common Stock.
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provided, however, that no such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or
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convertible security is to be made, or when such consolidation or merger is to take effect, as the case may be, provision is to be made as provided in the third paragraph of subparagraph
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national reputation selected by the corporation, and in determining such consolidated net income for any period, there shall be deducted, in addition to other items of expense, the amount charged to income for said period on the books of the corporation and its subsidiaries for taxes and the provisions for depreciation as recorded on such books or the minimum amount required therefor under the provisions of any then existing general indenture of mortgage or deed of trust of the corporation, whichever is larger; and the Board of Directors of the corporation may, in the exercise of their discretion, make adjustments by way of increase or decrease in such consolidated net income to give effect to changes therein resulting from any acquisition of properties or to any redemption, acquisition, purchase, sale or exchange of securities by the corporation or its subsidiaries either prior to the issuance of any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock or stock ranking senior to or on a parity therewith then to be issued or in connection therewith. The term “subsidiary” shall mean, for all purposes of this paragraph 2, any company of which the corporation, directly or through another subsidiary, owns or controls a majority of the outstanding shares of stock entitling the holders thereof to elect a majority of the directors of such company, either at all times or so long as there is no default in the payment of dividends upon any stock having a preference or priority over such stock;
provided, however, that no such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when the increase in the authorized amount of the Cumulative Preferred Stock or the $100 Cumulative Preferred Stock or the authorization or creation or increase in the authorized amount of any such parity stock or any such convertible security, or any such sale, lease, conveyance, or parting with control, or the issue of any such additional shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock or any such senior or parity stock, as the case may be, is to be made, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of Cumulative Preferred Stock at the time outstanding.
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only the consent of the holders of at least two-thirds of each series so affected shall be required;
provided, however, that no such consent of the holders of the $100 Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, or when such consolidation or merger is to take effect, as the case may be, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of $100 Cumulative Preferred Stock at the time outstanding or, in the case of any such amendment as to which the consent of less than all series of the $100 Cumulative Preferred Stock would otherwise be required, for the redemption of all shares of the series of $100 Cumulative Preferred Stock the consent of which would otherwise be required.
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$100 Cumulative Preferred Stock and the Cumulative Preferred Stock;
provided, however, that no such consent of the holders of the $100 Cumulative Preferred Stock shall be required if, at or prior to the time when the increase in the authorized amount of the $100 Cumulative Preferred Stock or the Cumulative Preferred Stock or the authorization or creation or increase in the authorized amount of any such parity stock or any such convertible security, or any such sale, lease, conveyance, or parting with control, or the issue of any such additional shares of $100 Cumulative Preferred Stock or Cumulative Preferred Stock or any such senior or parity stock, as the case may be, is to be made, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of $100 Cumulative Preferred Stock at the time outstanding.
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Notice of every redemption of Cumulative Preferred Stock or $100 Cumulative Preferred Stock shall be given by the corporation by causing a notice thereof to be published in a newspaper printed in the English language and published and of general circulation in the City of Los Angeles, California, and in one such newspaper published and of general circulation in the Borough of Manhattan, the City of New York, New York, in each instance at least once a week for two (2) successive weeks and in each instance on any day of the week, commencing not earlier than sixty (60) nor later than thirty (30) days before the date fixed for redemption. It shall be the duty of the corporation to mail a copy of such notice, postage prepaid, to each holder of record of the shares to be redeemed as of the record date, addressed to such holder at his address appearing on the books of the corporation, not earlier than sixty (60) nor later than thirty (30) days before the date fixed for redemption, but the failure to mail such notice as aforesaid shall not invalidate the redemption of such shares. The publication of notice in accordance with the foregoing procedure may be dispensed with in the discretion of the Board of Directors in any case where it determines that the outstanding shares of any series of Cumulative Preferred Stock or $100 Cumulative Preferred Stock are held by no more than ten (10) holders of record, but in any such case, the copy of such notice of redemption specified above shall be delivered by messenger or mailed by registered or certified mail to the address and within the times specified above.
If the corporation shall deposit on or prior to any date fixed for redemption of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to publish the notice of redemption thereof (or to complete such publication if theretofore commenced) and to pay on and after the date fixed for redemption or such earlier date as the Board of Directors may determine, to the respective holders of such shares, the redemption price thereof upon the surrender of their share certificates, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest, upon surrender of their certificates therefor, and the right to exercise, on or before the date fixed for redemption, any right to convert or exchange said shares which may then exist.
Any moneys deposited by the corporation pursuant to this subparagraph (d) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the corporation forthwith. Any other moneys
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deposited by the corporation pursuant to this subparagraph (d) and unclaimed at the end of six years from the date fixed for redemption shall be repaid to the corporation upon its request expressed in a resolution of its Board of Directors.
Except when required by law and except as otherwise provided in this Article, or as may be fixed with respect to any particular series, whenever shares of two or more series of the Cumulative Preferred Stock are outstanding, no particular series of the Cumulative Preferred Stock of all series shall be entitled to vote or consent as a separate series on any matter and all shares of Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote or consent of the shareholders by classes may now or hereafter be required.
Except when required by law and except as otherwise provided in this Article, or as may be fixed with respect to any particular series, whenever shares of two or more series of the $100 Cumulative Preferred Stock are outstanding, no particular series of the $100 Cumulative Preferred Stock of all series shall be entitled to vote or consent as a separate series on any matter and all shares of $100 Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote or consent of the shareholders by classes may now or hereafter be required.
Any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, as the case may be, of the corporation, and may thereafter be reissued by the Board of Directors in the same manner as any other authorized and unissued shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock.
Neither the consolidation or merger of the corporation nor the sale or transfer of all or a part of its assets nor the expropriation, condemnation or seizure of all or a part of its assets by any governmental body or authority shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this paragraph 2.
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wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Whenever in this paragraph 3 the Board of Directors is authorized to “fix,” “determine,” “alter,” “increase” or “decrease” the number of shares, designation, rights, preferences, privileges or restrictions of any series of the Preference Stock, the Board of Directors (including any committee thereof) shall take such action by resolution, but such resolution may specify any of the foregoing matters by reference to indexes, formulas, conversion rates or other objectively ascertainable criteria.
Seventh: Intentionally omitted.
Eighth: LIMITATION ON LIABILITY OF DIRECTORS AND AUTHORITY TO INDEMNIFY AGENTS:
2. | The corporation is authorized to provide indemnification of agents (as defined in |
Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code.
Ninth: SERIES E PREFERENCE STOCK: On January 11, 2012, the Board of Directors adopted resolutions authorizing and providing for the creation of a series of Preference Stock to be designated as Series E Preference Stock, consisting of 250,000 shares (“Series E Preference Stock”).
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On January 30, 2012, the Pricing Committee of the Board of Directors adopted resolutions designating an additional 100,000 shares of Series E Preference Stock, with the result that the corporation authorized an aggregate of 350,000 shares of Series E Preference Stock, all of which constitute a single series of Preference Stock. All of the holders of shares of the Series E Preference Stock shall be subject to the following rights, preferences, privileges and restrictions:
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The Series E Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:
provided, however, that no such consent of the Holders of the Series E Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series E Shares at the time outstanding.
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The Series E Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the corporation:
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Tenth: SERIES G PREFERENCE STOCK: On January 23, 2013, the Board of Directors adopted resolutions authorizing and providing for the creation of a series of Preference Stock to be designated as Series E Preference Stock, consisting of 160,004 shares (“Series G Preference Stock”). All of the holders of shares of the Series G Preference Stock shall be subject to the following rights, preferences, privileges and restrictions:
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The Series G Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:
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provided, however, that no such consent of the Holders of Series G Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series G Shares at the time outstanding.
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The Series G Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the corporation:
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Eleventh: SERIES H PREFERENCE STOCK: On February 27, 2014, the Board of Directors adopted resolutions authorizing and providing for the creation of a series of Preference Stock to be designated as Series H Preference Stock, consisting of 110,004 shares (“Series H Preference Stock”). All of the holders of shares of the Series H Preference Stock shall be subject to the following rights, preferences, privileges and restrictions:
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The Series H Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:
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provided, however, that no such consent of the Holders of Series H Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series H Shares at the time outstanding.
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The Series H Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the corporation:
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Twelfth: SERIES J PREFERENCE STOCK: On August 17, 2015, the Board of Directors adopted resolutions authorizing and providing for the creation of a series of Preference Stock to be designated as Series J Preference Stock, consisting of 130,004 shares (“Series J Preference Stock”). All of the holders of shares of the Series J Preference Stock shall be subject to the following rights, preferences, privileges and restrictions:
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The Series J Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:
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provided, however, that no such consent of the Holders of Series J Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series J Shares at the time outstanding.
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The Series J Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the corporation:
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Thirteenth: SERIES K PREFERENCE STOCK: On March 1, 2016, the Board of Directors adopted resolutions authorizing and providing for the creation of a series of Preference Stock to be designated as Series K Preference Stock, consisting of 120,004 shares (“Series K Preference Stock”). All of the holders of shares of the Series K Preference Stock shall be subject to the following rights, preferences, privileges and restrictions:
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The Series K Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:
provided, however, that no such consent of the Holders of Series K Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series K Shares at the time
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outstanding.
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The Series K Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the corporation:
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Fourteenth: SERIES L PREFERENCE STOCK: On June 19, 2017, the Board of Directors adopted resolutions authorizing and providing for the creation of a series of Preference Stock to be designated as Series L Preference Stock, consisting of 190,004 shares (“Series L Preference Stock”). All of the holders of shares of the Series L Preference Stock shall be subject to the following rights, preferences, privileges and restrictions:
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The Series L Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:
provided, however, that no such consent of the Holders of Series L Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series L Shares at the time outstanding.
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The Series L Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the corporation:
The Board of Directors of Southern California Edison Company has approved this Certificate of Amended and Restated Articles of Incorporation. The foregoing amendment to the
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Articles of Incorporation of Southern California Edison Company has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation entitled to vote on the amendment and restatement was 434,888,104 shares of Common Stock. There are no outstanding shares of Cumulative Preferred Stock, $100 Cumulative Preferred Stock, Series D Preference Stock, or Series F Preference Stock of the corporation. The number of shares voting in favor of the amendment and restatement equaled or exceeded the vote required. The percentage vote required was not less than 66 2/3% of the outstanding shares of Common Stock.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this certificate on this 24th day of August, 2023.
/s/ Alisa Do
Alisa Do
Vice President and Corporate Secretary
of Southern California Edison Company
/s/ Michael A. Henry
Michael A. Henry
Assistant Corporate Secretary
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