Exhibit 3(i)
Page 1 of 189
ACT INCORPORATING THE HARTFORD CITY GAS LIGHT COMPANY
Passed 1848
Resolved by this Assembly, That Solomon Porter, Harvey Seymour, Ezra
Clark, Jr., Thomas Belknap, William B. Ely and Richard D. Hubbard, with
such other persons as shall associate with them for that purpose, are
constituted a body politic and corporate, by the name of "The Hartford City
Gas Light Company," and by that name are empowered to sue and be sued,
plead and be impleaded, in any court in this state; to make and have a
common seal, and the same to break, alter or renew at pleasure; and the
said company is hereby vested with all the powers, privileges and
immunities which are or may be necessary to carry into effect the purposes
and objects of this act as herein after set forth; and said company is
hereby authorized and empowered to manufacture, make and sell gas, to be
made from rosin, coal, oil, and any other material or materials, and to
furnish such quantities of gas as may be required in the city of Hartford,
for lighting streets, stores and buildings or other purposes; and to enter
into and execute contracts, agreements or covenants in relation to the
objects of said company, and to enforce the same. And said company shall
be capable of purchasing, taking and holding, and of granting, selling and
conveying any estate, real or personal, necessary to give effect to the
specified purposes of this company, and for the accommodation of their
business and concerns.
SEC. 2. That said company shall be empowered to lay down their gas
pipes and to erect gas posts, burners and reflectors in the streets,
alleys, lanes, avenues or public grounds of the said city of Hartford, and
to do all things necessary to light the said city and the dwellings, stores
and other places situated therein; provided, that the streets, side and
cross-walks, public grounds, lanes and avenues shall not be injured, but
all be left in as good and perfect condition as before the laying of said
pipes or the erection of said posts.
SEC. 3. The capital stock of said company shall be one hundred
thousand dollars, with the privilege of increasing the same to two hundred
thousand dollars, to be divided into shares of twenty-five dollars each,
which shares shall be deemed personal property, and be transferred in such
manner and such places as the by-laws of said company shall direct.
SEC. 4. The persons named in the first section hereof, or a majority
of them, shall open books to receive subscriptions for the capital stock of
said company, at such times and places as they or a majority of them shall
direct; and shall give such notice of the times
Exhibit 3(i)
Page 2 of 189
and places of opening said books as they may deem reasonable, and shall
receive said subscription under such regulations as they may adopt for the
purpose; and in case the subscriptions shall exceed four thousand shares,
the same shall be reduced and apportioned in such manner as may be deemed
most beneficial to the corporation; and in case an amount not less than
fifty thousand dollars shall be subscribed to the capital stock of said
company, they may, at their discretion, close the books of subscription,
and proceed to the organization of said company, as herein after provided.
SEC. 5. The government and direction of affairs of the company shall
be vested in a board of nine directors, who shall be chosen by the
stockholders of said company, in the manner herein after provided, and
shall hold their offices till others are duly elected and qualified to take
their places as directors; and the said directors (four of whom shall be a
quorum for the transaction of business) shall elect one of their number to
be president of the board, who shall also be president of said company;
they shall also choose a clerk, who shall be sworn to a faithful discharge
of his duty, and a treasurer, who shall give bonds with security to said
company in such sum as said directors may require, for the faithful
discharge of his trust.
SEC. 6. The persons authorized by the fourth section of this act to
open books for subscriptions to the capital stock of said company are
hereby authorized and directed, after the books of subscription to the
capital stock of said company are closed, to call the first meeting of
stockholders of said company in such way and at such time and place as they
may appoint, for the choice of directors of said company; and in all
meetings of the stockholders of said company each share shall entitle the
holder thereof to one vote, which vote may be given by said stockholder in
person or by lawful proxy. And the annual meeting of the stockholders of
said company for the choice of directors shall be holden at such time and
place, and upon such notice as said company in their by-laws may prescribe.
And in case it shall so happen that an election of directors shall not be
made on the day appointed by the by-laws of said company, said company
shall not for that cause be deemed to be dissolved, but such election may
be holden on any day which shall be appointed by the directors of said
company; and said directors shall have power to fill any vacancy in their
own number which may occur by death, resignation or otherwise.
SEC. 7. The said directors shall have full power to make and
prescribe such by-laws, rules and regulations as they shall deem needful
-2-
Exhibit 3(i)
Page 3 of 189
and proper, touching the disposition and management of the stock, property,
estate and effects of said company, not contrary to the laws and
constitution of the United States or of this state, or the provisions of
this act, the transfer of shares, the duties and conduct of their officers
and their servants; also, for the election and meetings of their directors,
and other matters appertaining to their business and concerns; and may
appoint as many officers, clerks and servants, with such salaries and
allowances as shall to them seem necessary; and the said board of directors
shall have power to make and declare such dividend and dividends among the
stockholders, from time to time, as the net profits and earnings of the
business of the said company shall enable them to do.
SEC. 8. If any person shall willfully and maliciously do or cause to
be done any act or acts whatever, whereby any building, construction or
works of said company, or any gas pipe, gas post, burner or reflector, or
any matter or thing appertaining to the same, shall be stopped, obstructed,
injured or destroyed, the person or persons so offending shall be deemed
guilty of a misdemeanor, and being thereof convicted, shall be punished by
afine, not exceeding one hundred dollars, or imprisonment in the county
gaol, not exceeding six months, or by such fine and imprisonment both, at
the discretion of the court having cognizance of such offense; provided,
however, that such criminal prosecution shall not in any way impair the
right of action for damages by a civil suit hereby authorized to be brought
for any such injury as aforesaid, by and in the name of the said
corporation, in any court in this state having cognizance of the same.
SEC. 9. The said company shall cause to be kept at their office
proper books of accounts, in which shall be fairly and truly entered all
the transactions of the company, which books shall be at all times open for
the inspection of the stockholders.
SEC. 10. This act may be altered, amended or repealed at the
pleasure of the general assembly.
-3-
Exhibit 3(i)
Page 4 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Passed 1851
Upon the petition of the Hartford City Gas Light Company, praying for
certain alterations in their charter:
Resolved by this Assembly, That the Hartford City Gas Light Company
be and they are authorized and empowered to do any and all acts, and
exercise any and all rights, franchises and privileges within the limits
of the town of Hartford, which, by their original act of incorporation,
they are authorized to do and exercise within the limits of the city of
Hartford; and that all the works which said company have constructed, or
hereafter may construct, and all property which said company now own, or
hereafter may own, without the limits of said city, but within the limits
of said town, shall be owned and held by said company, subject to said
original act of incorporation.
Exhibit 3(i)
Page 5 of 189
ACT AUTHORIZING THE HARTFORD CITY GAS-LIGHT COMPANY
TO INCREASE ITS CAPITAL STOCK
Approved June 12, 1861
Resolved by this Assembly, That the Hartford City Gas-Light Company
be and said corporation hereby is fully authorized and empowered, from time
to time, to increase its capital stock to a sum not exceeding in the whole
five hundred thousand dollars.
Exhibit 3(i)
Page 6 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved July 12, 1870
Resolved by this Assembly. SEC. 1. That the Hartford City Gas Light
Company are hereby authorized and empowered to do any and all acts, and
exercise any and all rights and privileges within the limits of the town of
Hartford, which, by their original act of incorporation they are authorized
to do and exercise within the limits of the city of Hartford; and that all
the works which said company have constructed, or may construct, without
the limits of said city, but within the limits of said town, shall be owned
and held by said company, subject to said original act of incorporation.
SEC. 2. That said Hartford City Gas Light Company is hereby
authorized to increase its capital stock to an amount not exceeding seven
hundred and fifty thousand dollars.
SEC. 3. This act may be amended or repealed at the pleasure of the
general assembly.
Exhibit 3(i)
Page 7 of 189
HARTFORD CITY GAS LIGHT COMPANY
--------------------------------
Hartford Conn. 11th Jan. 1871
At a meeting of the Stockholders of the Hartford City Gas Light
Company, held this day at the office of the Company it was
VOTED: "That the amendment of the Charter of the Hartford City Gas
Light Company authorizing and empowering the said Company to extend their
works beyond the limits of the "city" and within the limites of the "town"
of Hartford, and also to increase their "capital stock" to an amount not
exceeding seven hundred and fifty thousand dollars, as passed by the
"General Assembly" at its session held in the City of New Haven in 1870,
and approved July 13th, 1870 be and the same is hereby approved and
accepted."
Attest,
J.P. Harbison
Secretary
Rec'd and filed January 12, 1871.
Exhibit 3(i)
Page 8 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 25, 1879
Resolved by this Assembly: That the Hartford City Gas Light Company
be, and said corporation hereby is, fully authorized and empowered, from
time to time, to increase its capital stock to a sum not exceeding in the
whole one million dollars: but no stock shall be issued for a greater sum
than the capital actually paid in.
Exhibit 3(i)
Page 9 of 189
[Senate Joint Resolution No. 109.]
[161]
AMENDING THE CHARTER OF THE HARTFORD GAS LIGHT COMPANY
RESOLVED BY THIS ASSEMBLY: That in addition to the powers and
privileges granted The Hartford Gas Light Company by its charter, the said
corporation is hereby authorized and empowered to generate, produce, use,
distribute, and sell electricity within the town of Hartford for any
purpose for which electricity may be used, and may light any public or
private buildings or grounds, streets, avenues, lanes, parks, and squares
within said territory, by means of electricity conducted by wires above or
beneath the surface of the ground through, over, along, or across the
streets and public grounds of said town, and may make, enter into, and
execute contracts in relation to the objects and purposes of said
corporation, and may enforce the same. Said corporation is authorized to
erect and construct such buildings, poles, posts, and fixtures, and to lay
down, construct, and maintain beneath the surface of the ground, and in the
public streets and grounds in said town, lines of wire enclosed in pipes,
or otherwise insulated and protected, or other apparatus for conducting
electric currents, as may be necessary or convenient to carry on the
business of said corporation; PROVIDED HOWEVER, that in using or occupying
in any way any highway or public ground said company shall not use or
exercise any power or privilege hereinbefore granted except in conformity
with, and subject to, the then existing provisions of the general laws of
this state relating to the similar use of such highways or public grounds
by any company or corporation for a similar purpose. For all purposes of
classification said company shall be held and deemed to be a gas company.
Approved April 7, 1887.
41
Exhibit 3(i)
Page 10 of 189
The Hartford City Gas Light Company
Acceptance of Charter Amendment
--------------------------------
Hartford, Conn. 20 April 1887
I hereby certify that at a meeting of the Stockholders of the
Hartford City Gas Light Company duly warned, held on the 18th day of April,
1887, it was unanimously:
Voted: To accept the amendment to the charter of this Company
granted by act of the General Assembly of this State, approved April 7,
1887.
Attest
Thomas Evans;
Secretary
Hartford City Gas Light Company
Rec'd and filed April 22, 1887.
Exhibit 3(i)
Page 11 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 30, 1899
Resolved by this Assembly: That the Hartford City Gas Light Company,
in addition to the powers, privileges, and immunities granted in its
charter, is hereby authorized and empowered to lay down gas mains and pipes
and to erect gas posts or fixtures in the streets, highways, and public
grounds of the towns of Wethersfield, West Hartford, and Windsor; and to do
all things necessary or convenient in order to furnish gas for any purpose
to the inhabitants of said towns, and to make and execute contracts or
agreements in relation thereto and to enforce the same; provided, that said
streets, highways, and public grounds shall not be injured, but all left in
as good condition as before the laying of said mains and pipes. And the
use of said streets, highways, and public grounds and the location of said
mains, pipes, and fixtures therein shall be subject to the approval,
consent, and supervision of the selectmen of the town within which such,
streets, highways, and public grounds are situated.
Exhibit 3(i)
Page 12 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved April 19, 1899
Resolved by this Assembly: That The Hartford City Gas Light Company
be and said corporation hereby is fully authorized and empowered from time
to time to increase its capital stock to a sum not exceeding in the whole
one million dollars; but no stock shall be issued for a greater sum than
the capital actually paid in in cash.
Exhibit 3(i)
Page 13 of 189
Acceptance of Amendment
------------------------
Hartford, Conn. 26th June, 1899.
At a special meeting of the Stockholders of the Hartford City Gas
Light Company, legally warned and held at the office of the said Company,
on June 26th, 1899, for the purpose of taking action on the acceptance of
amendments to its charter, passed by the General Assembly of the State of
Connecticut, and approved March 30 and April 19, 1899, the following
resolution was unanimously adopted:
"Voted, that the amendment to the charter of the Company allowing it
to extend its mains, pipes, etc., to include the towns of
Wethersfield, West Hartford and Windsor, passed by the General
Assembly of the State of Connecticut, and approved March 30, 1899;
and
the amendment to said charter increasing the capital stock of said
Company to a sum not exceeding in the whole $1 million, passed by the
General Assembly of the State of Connecticut, and approved April 19,
1899 are hereby accepted."
And I hereby certify that the foregoing is a true copy of the
original vote accepting said amendments by the Stockholders of said
Company.
Attest:
Thomas Evans, Secretary
Filed July 3, 1899.
Exhibit 3(i)
Page 14 of 189
ACT AUTHORIZING THE HARTFORD CITY GAS LIGHT COMPANY TO ISSUE BONDS
Approved May 11, 1905
Resolved by this Assembly: That The Hartford City Gas Light Company
is hereby authorized to issue bonds to an amount not exceeding one million
dollars, the proceeds thereof to be used exclusively for the purpose of
funding the present indebtedness of said company and improving and
extending its plant; provided, that at no time shall the amount of the
bonds outstanding exceed the amount of the outstanding capital stock; and
provided further, that bonds issued for purposes other than for the purpose
of funding present indebtedness shall not exceed in amount eighty per
centum of the actual cost of the improvements and extensions for which they
may be issued; and to secure said bonds by a mortgage of any or all of its
franchises and other property, whether real, personal, or mixed, including
after-acquired property.
Exhibit 3(i)
Page 15 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
Acceptance of Amendment to Charter
------------------------------------
At a meeting of the stockholders of The Hartford City Gas Light
Company legally warned for the purpose and held at Hartford, Connecticut,
on the 22nd day of May, A.D. 1905, the following vote was duly passed;
VOTED, That the amendment to the charter of the Hartford City Gas Light
Company contained in the resolution of the General Assembly of the State of
Connecticut, entitled, "Resolution Authorizing The Hartford City Gas Light
Company to issue Bonds" and approved May 11, 1905, be and the same is
hereby accepted by this corporation.
AND VOTED FURTHER, That an attested copy of this acceptance be
forthwith filed in the office of the Secretary of the State by the
Secretary of this corporation.
Attest:
John A. McArthur Secretary -
Hartford City Gas Light Company
(Co's seal)
Received and filed May 23, 1905.
--------------------------------
Exhibit 3(i)
Page 16 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved July 27, 1907
Resolved by this Assembly: That The Hartford City Gas Light Company
is hereby authorized to increase its capital stock, from time to time, to
an amount not exceeding in the whole two million dollars; provided, that no
shares shall be issued except for cash and that no shares shall be issued
for less than their par value.
Exhibit 3(i)
Page 17 of 189
THE HARTFORD CITY GAS LIGHT CO.,
---------------------------------
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO THE CHARTER OF
----------------------------------------------------------
THE HARTFORD CITY GAS LIGHT CO.,
----------------------------------
THIS IS TO CERTIFY, That at a meeting of the Stockholders of The
Hartford City Gas Light Co., legally warned and held for the purpose on the
9th day of October, 1907, the resolution amending the Charter of said
Corporation, passed at the January Session of the General Assembly, 1907,
and approved July 27, 1907 was accepted by a unanimous vote of the
Stockholders present.
Dated at Hartford, Conn. this 9th day of October 1907.
Attest,
George Bullock, Vice-President.
J. A. McArthur, Secretary.
(Company's Seal)
Received and filed October 11, 1907
Exhibit 3(i)
Page 18 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK
------------------------------------------
WE, THE UNDERSIGNED, a majority of the directors of The Hartford City
Gas Light Company a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut, and located in the
town of Hartford, in said State,
HEREBY CERTIFY, that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 26th day of January 1910, it was resolved by a vote of at
least two-thirds of each class of stock to increase the capital stock of
said corporation by issuing Thirty Thousand shares of the par value of
Twenty five dollars each, making the whole number of shares issued Sixty
Thousand, and the whole amount of capital stock One Million five hundred
thousand dollars.
Dated at Hartford, this 26 day of February 1910.
Edward B. Bennett
Francis R. Cooley A Majority
James H. Knight of the
John R. Hills Directors
George Roberts
State of Connecticut, )
(SS. Hartford February 26 1910
County of Hartford )
Exhibit 3(i)
Page 19 of 189
Personally appeared Edward B. Bennett, Francis R. Cooley, James H.
Knight, John R. Hills and George Roberts, a majority of the directors of
The Hartford City Gas Light Company and made oath to the truth of the
foregoing certificate, by them signed, before me.
William A. Kneeland
Notary Public
(Seal)
Approved, Feb. 28, 1910
Increased Capital Stock Tax
$750, Paid, Feb. 28, 1910.
Exhibit 3(i)
Page 20 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 30, 1911
Resolved by this Assembly: SECTION 1. That The Hartford City Gas
Light Company is hereby authorized to increase its capital stock, from time
to time, to an amount not exceeding, in the aggregate, five million
dollars: provided, that no shares of such additional stock shall be issued
except for cash, nor for less than their par value.
SEC. 2. This resolution shall become operative as an amendment to the
charter of said corporation if, at any time not later than the date for the
annual meeting of said corporation in 1911, it shall be accepted at a
meeting of the stockholders of said corporation legally warned and held for
that purpose, and an attested copy of such acceptance filed in the office
of the secretary of the state.
Exhibit 3(i)
Page 21 of 189
ACT AMENDING A RESOLUTION AMENDING THE CHARTER OF THE
HARTFORD CITY GAS LIGHT COMPANY
Approved June 13, 1911
Resolved by this Assembly: That section two of the resolution
amending the charter of The Hartford City Gas Light Company, approved March
30, 1911, is hereby amended by striking out the figures "1911" and
inserting in lieu thereof the figures "1912".
Exhibit 3(i)
Page 22 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
-------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK
------------------------------------------
We, the undersigned, a majority of the directors of The Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut and located in the town
of Hartford in said State, do certify that at a meeting of the stockholders
of said corporation duly called and held for that purpose at Hartford in
said State on the 31st day of January, 1911, it was resolved by a vote of
at least two-thirds of each class of stock to increase the capital stock of
said corporation by issuing twenty thousand shares of common stock of the
par value of Twenty-five Dollars each, making the whole number of shares of
the capital stock of said corporation issued eighty thousand shares,
consisting of thirty thousand shares of preferred and fifty thousand shares
of common stock, and the whole amount of capital stock Two Million Dollars,
by a resolution of which the following is a copy:
Resolved that the directors of this company be and
they are hereby authorized and empowered to issue twenty
thousand shares of the authorized unissued stock of the
par value of Twenty-five Dollars a share and to be offered
at par to all stockholders, preferred and common, in
proportion to their stockholding, to wit, one share of new
stock for each three shares of stock outstanding, both
preferred and common, subscriptions
Exhibit 3(i)
Page 23 of 189
to be payable in cash in two installments, fifty per cent
on or before April 1, 1911, and fifty per cent on or
before July 1, 1911, said stock to be issued as of July 2,
1911, and to participate in all dividends subsequently
declared, the company to allow interest upon all payments
made in advance of July 1, 1911 from date of payment to
July 1, 1911, at the rate of five per cent per annum.
Edward B. Bennett
Francis B. Cooley A Majority
John R. Hills of the
John T. Robinson Directors.
James H. Knight
State of Connecticut, )
) Hartford, July 19, 1911.
County of Hartford )
Personally appeared Edward B. Bennett, Francis R. Cooley, John R.
Hills, John T. Robinson and James H. Knight, a majority of the directors of
The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate by them signed, before me.
Albion B. Wilson,
(Seal) Notary Public.
Approved July 19, 1911.
Charter Fee $500 Paid
July 19, 1911.
-2-
Exhibit 3(i)
Page 24 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
Certificate of Acceptance of Amendment
---------------------------------------
to the Charter of
-----------------
The Hartford City Gas Light Company
------------------------------------
This is to certify that at a meeting of the stockholders of The
Hartford City Gas Light Company legally warned and held for the purpose on
the 16th day of January, 1912, such time being not later than the date for
the annual meeting of said corporation in 1912, the amendment to the
charter of said corporation contained in resolution of the Genneral
Assembly of the State of Connecticut passed at its January session, 1911,
and approved March 30th, 1911, as amended by resolution of the General
Assembly passed at said session and approved June 13th, 1911, was accepted
by an unanimous vote of the stockholders present, of which vote the
following is a copy:
Resolved
That the amendment to the charter of
The Hartford City Gas Light Company contained
in resolution of the General Assembly of the
State of Connecticut passed at its January
session, 1911, and approved March 30th, 1911,
as amended by resolution of the General
Assembly of the State of Connecticut passed at
its said session and approved June 13th, 1911,
be and it hereby is accepted.
Dated at Hartford this 16th day of January 1912.
Attest:
E. B. Bennett, President
J. A. McArthur, Secretary
Received and filed
Jan. 16, 1912.
Exhibit 3(i)
Page 25 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK.
-----------------------------------------
WE, THE UNDERSIGNED, a majority of the Directors of The Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut, and located in the
town of Hartford, in said State,
HEREBY CERTIFY, that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 26th day of January, 1910, it was resolved by a vote of
stockholders holding not less than two-thirds of the stock of such
corporation, all of said stock being common stock, that said corporation
increase its capital stock from Seven Hundred Fifty Thousand Dollars
($750,000) to One Million Five Hundred Thousand Dollars ($1,500,000.) by
the issue of thirty thousand (30,000) additional shares of preferred stock
of the par value of Twenty-five Dollars ($25.) a share, said preferred
stock to be entitled to cumulative dividends at the rate of eight per cent.
(8%) per annum, quarterly dividends of two per cent (2%) to be paid thereon
before any dividends are payable upon the common stock of the company, the
first quarterly dividend of two per cent (2%) to be paid April 1st, 1910,
said preferred stock in the event of liquidation of the Corporation or
distribution of its assets to be preferred as to the entire assets to the
amount of Fifty Dollars ($50) a share, all shares whether of preferred or
Exhibit 3(i)
Page 26 of 189
common stock, to have equal voting rights and equal right to participate in
subscriptions to any future increase or capital stock; making the whole
number of shares issued sixty thousand (60,000), to-wit: thirty thousand
(30,000) shares of common stock and thirty thousand (30,000) shares of
preferred stock all of the par value of Twenty-five Dollars ($25.) each,
and the whole amount of capital stock One Million Five Hundred Thousand
Dollars ($1,500,000); and this certificate is made pursuant to Section 51
of Chapter 194 of the Public Acts of 1903 and is in addition to the
certificate of even date herewith filed pursuant to the provision of
Section 47 of said Act in relation to the increase of capital stock
aforesaid.
Dated at Hartford, this 26th day of February 1910.
Edward B. Bennett
John T. Robinson A Majority
James H. Knight of the
Francis R. Cooley Directors.
George Roberts
(U.S. Int. Rev. Stamp for)
(10/100 dollars )
(affixed and cancelled. )
-2-
Exhibit 3(i)
Page 27 of 189
STATE OF CONNECTICUT )
ss. Hartford, June 2nd, 1915.
COUNTY OF HARTFORD )
Personally appeared Edward B. Bennett, John T. Robinson, James H.
Knight, Francis R. Cooley and George Roberts a majority of the directors of
The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate, by them signed before me.
Francis E. Jones,
Notary Public.
(Seal) My commission expires Feb. 1, 1917.
Received and filed
Jun 2, 1915.
-3-
Exhibit 3(i)
Page 28 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS
LIGHT COMPANY
Approved April 26, 1917
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. The Hartford City Gas Light Company is authorized to
purchase the franchise of The South Manchester Light, Power and Tramway
Company to manufacture, make and sell gas within the limits of the town
of Manchester, with the rights and powers incidental to the right to
manufacture, make and sell gas within the limits of the said town, and to
hold, use and enjoy said franchise, rights and powers, and to contract with
said company for the purchase, acquiring, holding and enjoyment of said
franchise, rights and powers, subject to the conditions and limitations in
such contract contained. For the purpose of carrying on its business under
said franchise, rights and powers in said town, The Hartford City Gas Light
Company is authorized to use as a trade name the name The Manchester Gas
Company.
SEC. 2. The Hartford City Gas Light Company is authorized to
construct, lay and maintain a supply gas main from its plant in the city of
Hartford across the town of East Hartford in Pitkin, Main and Silver
streets or on lands contiguous to or abutting said streets to the boundary
of the Town of Manchester and in the streets and highways of the town of
Manchester, to connect with the gas plant and system of The South
Manchester Light, Power and Tramway Company.
Exhibit 3(i)
Page 29 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT
_______________________________________
TO CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
____________________________________________________
This is to certify at a meeting of the stockholders of The Hartford
City Gas Light Company, legally warned and held for the purpose, on the
22nd day of June 1917, the act amending the charter of said corporation,
passed at January session of the General Assembly 1917 and approved April
26th, 1917, and approved April 26th, 1917, was accepted by a unanimous vote
of the stockholders present, the record of which action is as follows:
On a motion duly made and seconded, the amendment was accepted by a
stock vote of 2643 in the affirmative.
Dated at Hartford, Connecticut, the 8 day of August, 1917.
E. B. Bennett, President
Attest:
J. A. McArthur, Secretary
Received and filed
Aug 10, 1917.
Exhibit 3(i)
Page 30 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
HARTFORD CITY GAS LIGHT COMPANY
_________________________________
We, the undersigned, a majority of the Directors of the Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut and located in the Town
of Hartford in said State, hereby certify, that at a meeting of the
stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the 15th day of January, 1918, it was resolved by
a vote of at least two-thirds of each class of stock to increase the
capital stock of said corporation by issuing twenty thousand (20,000)
shares of the authorized unissued stock of the Company of the par value of
Twenty-five Dollars ($25) each, such additional stock to be common stock,
making the whole number of shares issued seventy thousand (70,000) shares
of common stock and thirty thousand (30,000) shares of preferred stock or a
total of one hundred thousand (100,000) shares of both classes of stock and
the whole amount of capital stock one million seven hundred fifty thousand
(1,750,000) dollars of common stock and seven hundred fifty thousand
(750,000) dollars of preferred stock or a total of two million five hundred
thousand (2,500,000) dollars.
Dated at Hartford this 1st day of October, A.D. 1919.
Exhibit 3(i)
Page 31 of 189
Edward B. Bennett
Francis H. Cooley A majority
John T. Robinson of the
James H. Knight Directors
Frank C. Sumner
STATE OF CONNECTICUT )
) ss. Hartford, November 3, 1919
COUNTY OF HARTFORD )
Personally appeared Edward B. Bennett, Francis R. Cooley, John T.
Robinson, James H. Knight and Frank C. Susner, a majority of the Directors
of The Hartford City Gas Light Company and made oath to the truth of the
foregoing certificate by them signed, before me.
William A. Kneeland
______________________________
Notary Public
(SEAL)
Charter Fee Paid $500. Nov. 3, 1919.
Approved Nov. 3, 1919.
-2-
Exhibit 3(i)
Page 32 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK
__________________________________________
WE, THE UNDERSIGNED, a majority of the directors of The Hartford City
Gas Light Company a corporation organized under a special charter granted
by
the General Assembly of the State of Connecticut, and located in the town
of
Hartford, in said State,
HEREBY CERTIFY that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 15th day of January 1924, it was resolved by a vote of at
least two- thirds of each class of stock to increase the capital stock of
said corporation by issuing Twenty Thousand (20,000) shares of the par
value of Twenty-five ($25.00) dollars each, making the whole number of
shares issued One Hundred Twenty Thousand (120,000) and the whole amount of
capital stock Three Million ($3,000.000) dollars.
Dated at Hartford, Conn. this 17th day of March 1924.
Edward B. Bennett )
)
M. G. Bulkeley, Jr. ) A majority
)
Elijah C. Johnson ) of the
)
Francis R. Cooley ) Directors.
)
John T. Robinson )
Exhibit 3(i)
Page 33 of 189
State of Connecticut. )
) ss. Hartford, Conn., Mar. 17th, 1924.
County of Hartford )
Personally appeared Edward B. Bennett, M. G. Bulkeley, Jr., Elijah C.
Johnson, Francis H. Cooley, John T. Robinson, a majority of the directors
of The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate, by them signed before me.
William A. Kneeland
____________________________
Notary Public
(Seal)
Approved Mar 18, 1924
$2,500,000. to $3,000.000.
Increased Capital Stock Tax.
$500.00 paid
Walter R. King
For Treasurer.
-2-
Exhibit 3(i)
Page 34 of 189
AN ACT CHANGING THE NAME OF THE HARTFORD CITY
GAS LIGHT COMPANY TO THE HARTFORD GAS COMPANY
AND AMENDING ITS CHARTER
Approved June 7, 1927
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. The name of The Hartford City Gas Light Company, a
corporation chartered by resolution of the general assembly passed at its
May session, 1848, is changed to The Hartford Gas Company.
SEC. 2. Said corporation is authorized to distribute and sell gas
in the towns of Bloomfield and Glastonbury and to lay gas mains and pipes
and to erect gas posts and fixtures in the streets, highways and public
grounds of said towns and to do all things necessary or convenient in order
to furnish gas for any purpose to said towns and to the inhabitants
thereof.
SEC. 3. In addition to the powers heretofore granted under its
charter and the amendments thereto, said corporation is authorized to
purchase gas for distribution and sale in any territory within which it is
or may be empowered to distribute and sell gas.
Exhibit 3(i)
Page 35 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER
___________________________________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford City Gas Light Company legally warned and held for the purpose on
the 7th day of July, 1927, the Act amending the charter of said corporation
passed at the January Session of the General Assembly 1927 was accepted by
a unanimous vote of the stockholders present in person and by proxy, more
than two-thirds of all outstanding stock of the Company being represented
at said meeting, of which vote the following is a copy:
"VOTED: That the Act of the General Assembly of the State of
Connecticut approved June 7, 1927, entitled `An Act Changing the Name
of The Hartford City Gas Light Company to The Hartford Gas Company
and Amending its Charter' be and the same hereby is accepted by this
corporation."
Dated at Hartford this day of July, 1927.
Attest:
E. E. Eysenbach
______________________________
President
(Corporate Seal)
J. A. McArthur
______________________________
Secretary
Received and Filed
JUL 8 1927
Exhibit 3(i)
Page 36 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the seventh day of July, 1927 and increase of its
capital stock by the issue of twenty thousand (20,000) shares of common
stock of the par value of Twenty-five Dollars ($25) a share was authorized
by a vote of at least two-thirds of each class of stock issued and
outstanding at the time of said vote, such increase to make the number of
shares of the capital stock consist of one hundred ten thousand (110,000)
shares of common stock of the par value of Twenty-five Dollars ($25) a
share and thirty thousand (30,000) shares of preferred stock of the par
value of Twenty-five Dollars ($25) a share and the whole amount of capital
stock Three Million Five Hundred Thousand Dollars ($3,500,000).
Dated at Hartford, Connecticut this 4th day of January, 1928.
E. E. Eysenbach )
) A
Francis R. Cooley )
) Majority
John T. Robinson )
Exhibit 3(i)
Page 37 of 189
) of the
Elijah C. Johnson )
) Directors
Arthur D. Johnson )
State of Connecticut )
) ss. Hartford, January 4, A.D. 1928
County of Hartford )
Personally appeared E.E. Eysenbach, Francis R. Cooley, John T.
Robinson, Elijah C. Johnson and Arthur E. Johnson, a majority of the
Directors of The Hartford Gas Company and made oath to the truth of the
foregoing certificate by them signed, before me.
Lucius F. Robinson, Jr.
________________________________
Notary Public.
(SEAL)
Received and Filed
JAN 4, 1928
$500.# Paid Jan. 4, 1928.
A.M.Desmore
For Secretary
-2-
Exhibit 3(i)
Page 38 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
Stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the twenty-fifth day of April, 1928 an increase
of its capital stock by the issue of twenty thousand (20,000) shares of
common stock of the par value of Twenty-five Dollars ($25) a share was
authorized by a vote of at least two-thirds of each class of stock issued
and outstanding at the time of said vote, such increase to make the number
of shares of the capital stock consist of one hundred thirty thousand
(130,000) shares of common stock of the pare value of Twenty-five Dollars
($25) a share and thirty thousand (30,000) shares of preferred stock of the
par value of Twenty-five Dollars ($25) a share and the whole amount of
capital stock Four Million Dollars ($4,000,000).
Dated at Hartford, Connecticut this fifteenth day of December, 1928.
E. E. Eysenbach )
)
Francis R. Cooley ) A majority
) of the
Elijah C. Johnson
Exhibit 3(i)
Page 39 of 189
)
Clifford D. Cheney )
)
Charles D. Rice )
State of Connecticut)
) ss. Hartford, December 15th, A.D. 1928
County of Hartford )
Personally appeared E. E. Eysenbach, Francis R. Cooley, Elijah C.
Johnson, Clifford D. Cheney, and Charles D. Rice, a majority of the
Directors of The Hartford Gas Company and made oath to the truth of the
foregoing certificate by them signed, before me.
Martin J. Coughlin
____________________________
Notary Public.
(Seal)
Approved, Dec. 19, 1928.
By Elmer H. Lounabury,
Fee for Increase Capital,
$500. # Paid, Dec. 19, 1928.
A. M. Desmore, For Secretary.
-2-
Exhibit 3(i)
Page 40 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a Corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
stockholders
of said Corporation duly called and held for that purpose at Hartford in
said State on the second day of May, 1929 an increase of its capital stock
by the issue of twenty thousand (20,000) shares of Common stock of the par
value of Twenty-five dollars -($25.00) a share was authorized by a vote of
at least two-thirds of each class of stock issued and outstanding at the
time of said vote, such increase to make the number of shares of the
Capital
stock consist of one hundred fifty thousand, -(150,000) shares of Common
stock at the par value of Twenty-five dollars, ($25.00) a share, and thirty
thousand, -(30,000) shares of Preferred stock of the par value of Twenty-
five dollars, ($25.00) a share, and the whole amount of Capital stock Four
million five hundred thousand dollars, -($4,500,000).
Dated at Hartford, Connecticut, this sixteenth day of December, 1929.
Exhibit 3(i)
Page 41 of 189
John T. Robinson
Elijah C. Johnson A
Charles L. Taylor Majority
M.S. Little of the
E.E. Eysenbach Directors
State of Connecticut )
) ss. Hartford, December 16th, A.D. 1929.
County of Hartford )
Personally appeared E.E.Eysenbach, John T. Robinson, Elijah C.
Johnson, Charles L. Taylor and Mitchell S. Little, a majority of the
Directors of The Hartford Gas Company, and made oath to the truth of the
foregoing certificate by them signed, before me.
(Seal) Martin J. Coughlin
Notary Public.
Approved, Dec. 18, 1929
$500.# Paid, Dec. 18, 1929.
Exhibit 3(i)
Page 42 of 189
(Senate Bill No. 27.)
(101)
AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY
Be it enacted by the Senate and House of Representatives in General
Assembly
concerned:
Section five of the resolution of the general assembly passed at its
May session, 1848, incorporating The Hartford City Gas Light Company, the
name of said corporation having been changed by the general assembly to The
Hartford Gas Company, is amended to read as follows: The government and
direction of the affairs of the company shall be vested in a board of
directors consisting of not less than seven and not more than twelve, who
shall be chosen by the stockholders of said company, in the manner
herinafter provided and shall hold their office until others shall be
elected and shall have qualified to take their places as directors. Said
directors, a majority of whom shall be quorum for the transaction of
business, shall elect one of their number to be president of the board, who
shall also be president of said company. They shall also choose a
treasurer who shall give bonds with security to said company in such sum as
said directors may require for the faithful discharge of his trust and
shall also choose a secretary.
Approved April 14, 1937.
Form 61-58
State of Connecticut )
) ss. Hartford
OFFICE OF THE SECRETARY OF STATE )
I hereby certify that the foregoing is a true copy of record in this office
In Testimony Whereof I have hereunto set my
hand and of said at
Hartford, this 9th day
of June A.D. 1978
/s/ Deputy Secretary of the State
Exhibit 3(i)
Page 43 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of THE
HARTFORD GAS COMPANY, legally warned and held for the purpose on the 16th
day of June, 1937, the Act amending the charter of said Corporation passed
at the January Session of the General Assembly 1937 and approved on the
14th day of April 1937, was accepted by a unanimous vote of the
stockholders present, of which the following is a copy:
VOTED: That the Act of the General Assembly of the State of
Connecticut entitled "An Act amending the charter of The Hartford Gas
Company" be and the same hereby is accepted by this Corporation.
Dated at Hartford, Connecticut, this 16th day of July, 1937.
N. B. Berlotte
President.
Attest:
M. J. Coughlin
Secretary.
(Corporate Seal)
RECEIVED AND FILED
JULY 20, 1937
Exhibit 3(i)
Page 44 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD
GAS COMPANY
Approved March 12, 1943
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. Subject to the approval of the public utilities
commission, The Hartford Gas Company is authorized to increase its capital
stock from time to time to an amount not exceeding in the aggregate seven
million five hundred thousand dollars.
SEC. 2. Subject to the approval of the public utilities commission,
said company is authorized to issue, from time to time, notes, bonds or
other evidences of indebtedness payable at periods of more than one year
after the date thereof (a) to provide funds for the acquisition of property
or for the construction, completion, extension or improvement of its
services, or (b) to reimburse its treasury for moneys expended for such
acquisition or for such construction, completion, extension or improvement
which were not obtained through the issue of stock, notes, bonds or other
evidences of indebtedness, or (c) for the discharge, funding or refunding
of its obligations; provided the aggregate principal amount of such notes,
bonds or other evidences of indebtedness outstanding shall at no time
exceed the amount of its outstanding capital stock.
SEC. 3. This act shall become operative as an amendment to the
charter of said corporation if, within one year after its passage, (a) it
shall be accepted by vote of a majority of the stock of said corporation
present in person or by proxy at a meeting legally warned and held for such
purpose, and (b) an attested copy of such acceptance shall be filed in the
office of the secretary of the state.
Exhibit 3(i)
Page 45 of 189
THE HARTFORD GAS COMPANY
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford Gas Company, legally warned and held for the purpose on the 17th
day of March, 1943, the Act amending the charter of said corporation passed
at the January Session of the General Assembly of 1943 and approved March
12, 1943 was accepted by a unanimous vote of the stockholders present in
person and by proxy, of which the following is a copy:
RESOLVED: That the Act amending the Charter of The Hartford Gas
Company passed at the January Session of the General Assembly of 1943 and
approved March 12, 1943 be and it hereby is accepted.
Dated at Hartford this 20th day of March, 1943.
N. B. Bertolette
_________________________________
President
Martin J. Coughlin
__________________________________
Secretary
Exhibit 3(i)
Page 46 of 189
STATE OF CONNECTICUT )
) ss. Hartford, March 12, 1943
COUNTY OF HARTFORD )
Personally appeared, NORMAN B. BERTOLETTE, President and MARTIN J.
COUGHLIN, Secretary of The Hartford Gas Company, signers of the foregoing
certificate, and made oath to the truth of the same, before me.
____________________________
Notary Public
(SEAL)
RECEIVED AND FILED
MAR 26, 1943
Exhibit 3(i)
Page 47 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD
GAS COMPANY
Approved June 27, 1951
SECTION 1. For the purpose of obtaining a supply of natural gas, The
Hartford Gas Company, chartered as The Hartford City Gas Light Company by
resolution of the general assembly passed at its May Session, 1848, is
authorized to construct, lay and maintain, within the streets, highways and
public grounds of the territory in which it is or may be empowered to
distribute and sell gas, such pipes, mains and other local distribution
facilities, including mains connecting with natural gas pipelines, as may
be necessary for such distribution and sale and, with the approval of the
public utilities commission, such facilities may be constructed, laid and
maintained in other territories within this state for said purpose.
SEC. 2. Subject to the approval of the public utilities commission,
said company is authorized to issue, from time to time, notes, bonds or
other evidences of indebtedness payable at periods of more than one year
after the date thereof in such amount as said commission may approve (a)
to provide funds for the acquisition of property or for the construction,
completion, extension or improvement of its system, or (b) to reimburse its
treasury for moneys expended for such acquisition or for such construction,
completion, extension or improvement which were not obtained through the
issue of stock, notes, bonds or other evidences of indebtedness, or (c) for
the discharge, funding or refunding of its obligations. The aggregate
principal amount of such notes, bonds or other evidences of indebtedness
payable at periods of more than one year after the date thereof shall not
at the time of issue thereof exceed one and one-half times the amount of
the outstanding capital stock and surplus of the company.
SEC. 3. Subject to the approval of the public utilities commission,
said company may enter into a merger of consolidation with one or more
other public service companies of this state or acquire the assets and
franchises thereof by issuance of shares of its stock or otherwise, whether
or note the charter of such other company expressly so provides. Any such
merger, consolidation or acquisition shall be carried out in conformity
with the provisions of the general statutes relating thereto and the
corporation resulting from any such merger or consolidation shall have an
authorized capital equal to the combined authorized capital of the
constituent corporations.
Exhibit 3(i)
Page 48 of 189
SEC. 4. This act shall become operative as an amendment to the
charter of said corporation if, within one year after its passage, (a) it
shall be accepted by vote of a majority of the stock of said corporation
present in person or by proxy at a meeting legally warned and held for such
purpose, and (b) an attested copy of such acceptance shall be filed in the
office of the secretary of the state.
Exhibit 3(i)
Page 49 of 189
THE HARTFORD GAS COMPANY
Certificate of Acceptance of Amendment
to Charter
______________________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford Gas Company legally warned and held for that purpose in Hartford,
Connecticut, on March 19, 1952 the Act amending the charter of said
corporation passed at the January session of the General Assembly of 1951
was accepted by a vote of a majority of the stockholders present in person
or by proxy of which the following is a copy:
RESOLVED: That the amendment of the charter of this corporation
enacted by the 1951 Session of the Connecticut Legislature (Special
Acts of 1951 No. 478) be and the same is hereby accepted.
Dated at Hartford, Connecticut, this 19th day of March, 1952.
Attest:
___________________________________
N. B. Bertolette
President, The Hartford Gas Company
___________________________________
M. J. Coughlin
Secretary, The Hartford Gas Company
Exhibit 3(i)
Page 50 of 189
AN ACT CONCERNING ENLARGING THE FRANCHISE
AREA OF THE HARTFORD GAS COMPANY AND
PROVIDING FOR CERTAIN ADDITIONAL POWERS
Approved May 24, 1957
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Simsbury, Rocky Hill, Farmington
and Avon and to lay gas mains and pipes and to erect such other fixtures
as are necessary in and on the streets, highways and public grounds of
said towns and to do all things necessary or convenient in order to
furnish gas for any purpose to said towns and to the inhabitants thereof.
SEC. 2. Section 3 of number 478 of the special acts of 1951 is
amended by adding thereto the following: In addition to the powers
elsewhere granted to The Hartford Gas Company by its charter and any
amendments thereto, said company is hereby authorized to acquire by
lease, purchase or otherwise, upon such terms and conditions as may be
agreed upon, and to hold, own, use, exercise, enjoy and dispose of the
whole or any part of the gas property, rights, securities and franchises
of any corporation authorized to manufacture, sell or dispose of gas in
any town in the counties of Hartford, Middlesex and Tolland and, upon the
acquisition of such property and franchises, is authorized to manufacture,
buy, sell and distribute gas and gas appliances for any and all purposes
within the towns named in such franchises or within such area of the towns
as may be agreed upon and to hold, own, use, extend, exercise, enjoy and
dispose of the same to the same extent as though said rights, franchises
and immunities had been originally granted to it. In the exercise of its
corporate powers, said company shall have the right to enter upon and open
the streets, avenues and highways within the towns named in such
franchises, for the purpose of installing and maintaining conduits, pipes
and all necessary or convenient fixtures and apparatus, all subject to any
rules, regulations, by-laws or ordinances of such towns. Said company
shall have power from time to time to assume or guarantee the contracts,
bonds and other obligations and the payment of dividends upon the capital
stock of any gas company of this state. Any corporation authorized to
engage in or carry on the business of manufacturing, selling or
distributing gas shall be authorized to consolidate or merge with said
corporation and to sell, lease and convey to it the whole or any part of
its rights, privileges, franchises, property, securities and assets.
Exhibit 3(i)
Page 51 of 189
SEC. 3. The Hartford Gas Company shall have and enjoy all the
powers and privileges possessed by corporations organized under the
provisions of chapter 249 of the general statutes, and any amendments
thereof, except so far as they are inconsistent with the provisions of
the charter of the company, as from time to time amended.
SEC. 4. The Hartford Gas Company is hereby authorized, upon
compliance with the provisions of sections 5 to 7, inclusive, of this
act, to acquire by condemnation and to enter upon, acquire, take and use
such lands, rights of way, easements or other interests in land,
hereinafter called such property, as shall be necessary or convenient in
the exercise of any of its rights, powers and privileges; provided said
company shall be held to pay all damages to any person or persons which
may arise from any such entry or taking.
SEC. 5. No such property shall be taken under the provisions of
this act in any public street or highway, public park or reservation or
other public property, or within the location of any railroad or street
railway company or other public utility company; provided such pipeline
or pipelines may be constructed under or through any public highway or
street, public park or reservation or other public property if the method
of such construction and the plans and specifications therefor have been
approved by the authority having jurisdiction over the maintenance of
such public highway or street, public park or reservation or other public
property; and provided further such pipeline or pipelines may be
constructed over or across the location of any railroad or street railway
company or other public utility company by agreement with such railroad or
street railway company or other public utility company or, in the event of
failure so to agree, then with the approval of the public utilities
commission and in such manner as may be determined by said commission.
SEC. 6. If said company and the person or persons to whom damages
may arise from any taking under the provisions of this act of any such
property shall be unable to effect an agreement on the amount of such
damages, said company may prefer a petition to the superior court in the
county in which such property lies or to a judge of said court if said
court is not in session praying that such compensation may be
determined, which petition shall describe such property to be taken and
the use to which it is to be devoted and shall be accompanied by a
summons signed by competent authority and served as process in civil
actions before said court, notifying the owner or owners of said property
and all persons interested in such property to appear before said court
or such judge, and thereupon said court or judge shall appoint a
committee of three disinterested persons who shall be duly sworn before
commencing their duties. Such committee, after giving reasonable notice
to the parties, shall view the property in question, hear the evidence,
ascertain the value, assess just damages to the owner or owners of such
-2-
Exhibit 3(i)
Page 52 of 189
property, and report its doings to said court or judge. Said court or
judge may accept such report or may reject it for irregular or improper
conduct by such committee in the performance of its duties. If the
report is rejected, said court or judge shall appoint another committee
which shall proceed in the same manner as the first committee was
required to proceed. If the report is accepted, such acceptance shall
have the effect of a judgment in favor of the owner of the property
against said company for the amount of the assessment made by such
committee and, except as otherwise provided by law, execution may issue
therefor. Said court or such judge shall make any order necessary to
protect the rights of all the parties interested. Except as provided in
section 7 of this act, such property shall not be entered upon and used
by said company until the amount of such damages shall be paid to the
party or parties to whom such damages are due, or deposited for his or
their use with said court, and upon such payment or deposit such property
shall become the property of said company. The expenses or costs of any
such hearing shall be taxed by such court or judge and paid by said
company. If the amount of the damages awarded to any such property owner
shall exceed the amount offered to such property owner by said company for
such property prior to the preferring of such petition to such court or
judge, such court or judge may award to such property owner such attorney
and appraisal fees as the court may determine to be reasonable.
SEC. 7. When at any stage of condemnation proceedings brought
under this act it shall appear to the court or judge before whom such
proceedings are pending that the public interest will be prejudiced by
delay, said court or judge may direct that said company be permitted to
enter immediately upon the property to be taken and devote it to the
public use specified in said petition upon the deposit with said court
of a sum to be fixed by said court or judge, upon notice to the parties
of not less than ten days, and such sum when so fixed and paid shall be
applied so far as it may be necessary for the purpose of the payment of
any award of damages which may be made, with interest thereon from the
date of such entry upon said property and the remainder if any returned
to said company. In case the proceedings should be abandoned by said
company, said court or judge shall direct that the money so deposited,
so far as it may be necessary, shall be applied to the payment of any
damages that the owner of such property or other parties in interest may
have sustained by such entry upon and use of such property, and the costs
and expenses of such proceedings, such damages to be ascertained by said
court or judge or a committee to be appointed for that purpose, and if
the sum so deposited shall be insufficient to pay such damages and all
costs and expenses so awarded, judgment shall be entered against said
company for the deficiency, which may be enforced and collected in the
same manner as a judgment in the superior court; and the possession of
such property shall be restored to the owner or owners thereof.
-3-
Exhibit 3(i)
Page 53 of 189
SEC. 8. Number 104 of the special acts of 1937 is amended to read
as follows: The government and direction of the affairs of the company
shall be vested in a board of directors consisting of not less than seven
and not more than twelve, who shall be chosen by the stockholders of said
company in the manner hereinafter provided and shall hold their offices
until others are elected and have qualified to take their places as
directors. Said directors, a majority of whom shall be a quorum for the
transaction of business, shall elect one of their number to be president
of said company. They shall also choose a treasurer who shall give bond
with security to said company in such sum as said directors may require
for the faithful discharge of his trust, and shall also choose a
secretary.
SEC. 9. This act shall become operative as an amendment to the
charter of said company if, within eighteen months after its passage, it
shall be accepted by vote of a majority of the stock of said company
present in person or by proxy at a meeting legally warned and held for
such purpose, and an attested copy of such acceptance shall be filed in
the office of the secretary of the state.
-4-
Exhibit 3(i)
Page 54 of 189
CERTIFICATE OF ACCEPTANCE OF
AMENDMENT TO CHARTER
THIS IS TO CERTIFY, that at a meeting of the stockholders of THE
HARTFORD GAS COMPANY legally warned and held for the purpose on the 19th
day of March, 1958, the Act amending the Charter of said corporation
passed at the January Session of the General Assembly of 1957 was
accepted by a unanimous vote of the stockholders present, of which the
following is a copy:
"RESOLVED: That the amendment to the Charter of The Hartford
Gas Company enacted by the 1957 session of the Connecticut
Legislature (Special Acts of 1957 - No. 387) be and it hereby is
accepted."
Dated at Hartford, Connecticut this 21st day of April, 1958.
Attest: W. T. Jebb
_____________________________
President
M. J. Coughlin
_____________________________
Secretary
Exhibit 3(i)
Page 55 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is The Hartford Gas Company
233 Pearl Street, Hartford, Connecticut
2. The Certificate of Incorporation (check one only)
___X___(a) is amended only
_______(b) is amended and restated
_______(c) is restated only
by the following resolution of directors and shareholders:
RESOLVED: That the Charter of The Hartford Gas Company be and it hereby is
amended so as to specifically include among its powers the following: The
Hartford Gas Company shall have power, through the agency of one or more
wholly-owned subsidiary corporations and call as itself to engage in the
business of furnishing, from one or more plants, heat or air conditioning,
or both, by means of steam, heated or chilled water or other medium, in
the cities and towns in the State of Connecticut wherein it now is or
hereafter may be authorized to sell gas or electricity or both.
3. (Omit if Par. 2(a) is checked)
(a) The above resolution merely restates and does not change
the provisions of the original Certificate of Incorporation
as supplemented and amended to date except as follows:
(indicate amendments made, if say: if none so indicate)
(b) Other than as indicated in Par 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Certificate Restating the Certificate of
Incorporation.
4. The above resolution was adopted by the board of directors by
shareholders. At respective meetings held March 15, 1961.
5. Vote of Shareholders:
(a) (Use if no shares are required to be voted as a class.)
Number of Shares Total Voting Power of Vote Required Total Favoring
Entitled to Vote Shares Entitled to Vote for Adoption Adoption
______________________ _______________________ ____________ _____________
236,264 236,264 157,510 189,705
(b) (Use if any shares to be voted as a class.)
Describe clearly the vote required for adoption and state the actual
vote favoring adoption: include the designation and number of shares
of each class entitled to vote on the resolution as a class, the
voting power of each such class and the actual vote of each such
class.
(SEAL) Dated at Hartford, Conn this 11th day of April, 1961
/s/ William T. Jebb
President
/s/ W.A. MacDonald
Secretary
Exhibit 3(i)
Page 56 of 189
STATE OF CONNECTICUT)
) SS. April 11 1961
COUNTY OF HARTFORD )
Formally appeared William T. Jebb and W.A. MacDonald and made
oath to the truth of the foregoing certification by them signed, before me.
/s/ Fred. S. Pickford
Notary Public
STATE OF CONNECTICUT
Secretary of the State
CERTIFICATE AMENDING OR
RESTATING CERTIFICATE OF
INCORPORATION BY ACTION
OF BOARD OF DIRECTORS
AND SHAREHOLDERS
(Stock Corporation)
______________________
FILED State of Connecticut
April 12, 1961 3:16PM
Exhibit 3(i)
Page 57 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY,
CONCERNING ACQUISITION OF OTHER GAS PROPERTIES AND FURNISHING
OF HEAT OR AIR CONDITIONING
Approved May 31, 1961
SECTION 1. The first sentence of section 2 of number 387 of the
special acts of 1957 is amended to read as follows: Section 3 of number
478 of the special acts of 1951 is amended by adding thereto the
following: In addition to the powers elsewhere granted to The Hartford
Gas Company by its charter and any amendments purchase or otherwise, upon
such terms and conditions as may be agreed upon, and to hold, own, use,
exercise, enjoy and dispose of the whole or any part of the gas property,
rights, securities and franchises of any corporation authorized to
manufacture, sell or dispose of gas in any town in the state of
Connecticut, and upon the acquisition of such property and franchises, is
authorized to manufacture, buy, sell and distribute gas and gas
appliances for any and all purposes within the towns named in such
franchises or within such area of the town as may be agreed upon and to
hold, own, use, extend, exercise, enjoy and dispose of the same to the
same extent as though said rights, franchises and immunities had been
originally granted to it.
SEC. 2. The Hartford Gas Company is hereby authorized and
empowered, through the agency of one or more wholly owned subsidiary
corporations, whether incorporated by special act of the general assembly
or under the general statutes of the state of Connecticut, as well as by
itself, to engage in the business of furnishing, from one or more plants,
heat or air conditioning, or both, by means of steam, heated or chilled
water or other medium, in the cities and towns in the state of Connecticut
wherein it now is or hereafter may be authorized to sell gas or
electricity, or both, and through such agency as well as itself, to
lay and maintain mains, pipes or other conduits and to erect such other
fixtures as are or may be necessary or convenient in and on the streets,
highways and public grounds of said cities and towns, for the purpose of
carrying such medium from any and each such plant to the location of
customers to be served and returning the same, or other medium into which
it may have been changed, to such central plant.
SEC. 3. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
Exhibit 3(i)
Page 58 of 189
CERTIFICATE OF ISSUE AND STATEMENT REQUIRED
BY G.S. REV. 1958, SEC. 33-394, AS AMENDED
____________________________________________
1. The name of the corporation is The Hartford Gas Company. It is
a corporation specially chartered by the General Assembly of the State of
Connecticut.
2. By its special charter, Special Act 1943 No. 69 (page 46), it
is authorized to issue its "capital stock from time to time to an amount
not exceeding the in the aggregate seven million five hundred thousand
dollars."
3. Prior to January 1, 1957, there were issued and outstanding
$750,000 in the aggregate of non-callable preferred stock, consisting of
30,000 shares, having a par value of $25 per share, and $3,750,000 in the
aggregate of common stock, consisting of 150,000 shares, having a par
value of $25 per share.
4. On March 24, 1955, the shareholders of The Hartford Gas Company
authorized the issue of $1,500,000 additional common stock (60,000 shares
at $25 a share) to be issued in satisfaction of the conversion rights of
$1,500,000 in aggregate principal amount of the convertible debentures
which were authorized at the same time.
Exhibit 3(i)
Page 59 of 189
5. The privilege contained in such convertible debentures, issued
under the name of 3 1/4% Ten Year Convertible Debentures, came into
existence January 1, 1957 and terminated on November 1, 1962, the date as
of which all uncoverted debentures were called for redemption. In the
interim there has been issued, from time to time, in satisfaction of such
conversion privilege, all except 140 of such 60,000 shares. The issuance
of the unissued 140 shares has been since authorized.
6. Of said 60,000 shares, 56,250 shares of the par value of
$1,406,250 were issued prior to January 1, 1961.
7. The balance thereof, viz. 3,750 shares, of the par value of
$93,750 have been issued since January 1, 1961 or are now being issued.
Dated at Hartford, Connecticut, this 13th day of December 1962.
W.T. Jebb
__________________________________
W.A. MacDonald
__________________________________
STATE OF CONNECTICUT )
) ss.: December 13, 1962
COUNTY OF HARTFORD )
Personally appeared W. T. Jebb and W.A. MacDonald respectively the
President and Secretary of The Hartford Gas Company, and made oath to the
truth of the foregoing certificate by them signed, before me,
____________________________________
Notary Public
Exhibit 3(i)
Page 60 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is THE HARTFORD GAS COMPANY.
2. The Certificate of Incorporation is amended only by the
following resolutions of directors and shareholders:
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, the 210,000 common shares, of the par value
of $25 each, issued and outstanding shall be split (2 for 1) into
420,000 shares of common stock of the par value of $12.50 each;
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, the 30,000 preferred shares, of the par value
of $25 each, issued and outstanding, shall be split (2 for 1) into
60,000 shares of preferred stock, of the par value of $12.50 each,
said preferred stock to be entitled to receive out of the net
profits of the corporation cumulative dividends at the rate of 8%
per annum, quarterly dividends of 2% to be paid thereon before any
dividends are payable upon the common stock of the Company, the
first quarterly dividend of 2% to be payable, on or before, July
1st, 1963, said preferred stock in the event of liquidation of the
corporation or distribution of its assets, to be preferred as to
the entire assets to the amount of $25 a share; all shares, whether
of preferred or common stock, to have equal voting rights and equal
right to participate in subscriptions to any future increase of
capital stock;
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, One Million Dollars ($1,000,000) of
authorized but unissued stock shall consist of 80,000 shares of
common stock, of the par value of $12.50 per share.
Exhibit 3(i)
Page 61 of 189
3. The above resolutions were adopted by the Board of Directors
and shareholders at the Annual Meeting of the corporation held at its
office, 233 Pearl Street, Hartford, on March 20, 1963.
4. Vote of shareholders:
The Hartford Gas Company has outstanding 210,000 shares of $25 par
common stock and 30,000 shares of $25 par preferred stock. In order to
adopt the foregoing resolutions, a two-thirds' vote of each class, voting
separately as a class, was required. The vote was as follows:
For Against
___ ________
Preferred: All resolutions 24,533 50
Common: First resolution 175,636 562
Second resolution 175,140 1,058
Third resolution 175,044 1,154
constituting, in each instance, more than two-thirds of all stock
outstanding in favor.
Dated at Hartford, this 1st day of April, 1963.
Fred S. Pickford
_________________________
Vice President
W.A. MacDonald
_________________________
Secretary
-2-
Exhibit 3(i)
Page 62 of 189
STATE OF CONNECTICUT )
) ss. Hartford April 1, 1693
COUNTY OF HARTFORD )
Personally appeared Fred S. Pickford, Vice President, and
W. A. MacDonald, Secretary, and made oath to the truth of the foregoing
certificate by them signed, before me.
___________________________
Notary Public
-3-
Exhibit 3(i)
Page 63 of 189
AN ACT CONCERNING THE AREA TO BE SERVED BY
THE HARTFORD GAS COMPANY
Approved July 7, 1965
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Portland, East Hampton,
Marlborough, Hebron, Bolton, East Granby, Granby, Canton and Burlington
and to lay gas mains and pipes and to erect such other fixtures as are
necessary in and on the streets, highways and public grounds of said
towns and to do all things necessary or convenient in order to furnish
gas for any purpose to said towns and to the inhabitants thereof.
Sec. 2. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
Exhibit 3(i)
Page 64 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
I. The name of the corporation is The Hartford Gas Company.
II. The Certificate of Incorporation is amended only by the following
resolutions of directors and shareholders:
(1) RESOLVED: That the charter of The Hartford Gas Company
be and hereby is amended so as to include, without limitation,
the following powers: to manufacture, create, generate,
transform, store, sell and distribute all types of energy and
all types of fuels; to manufacture, sell, install, maintain
and service any and all apparatus and appliances utilizing any
type of energy or fuel; to engage in and conduct any business
incidental, necessary or useful in connection with any of the
foregoing or with any other business in which the Company, or
any of its subsidiaries is engaged; to own the stock, bonds,
debentures or other securities or obligations of other
corporations, whether or not they be engaged in any of the
aforementioned businesses, and to guaranty their obligations.
(2) RESOLVED: That the charter of The Hartford Gas Company
be and hereby is amended so as to provide that the authorized
capital stock of the Company consist of the following:
500,000 shares of common stock having a par value of $12.50
per share, all of which are now outstanding; 60,000 shares of
preferred stock having a par value of $12.50 per share, to be
hereafter known as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock
having a par value of $100 per share, to be known and
designated as the Company's "$100 Par Serial Preferred Stock",
such stock to be on a parity with respect to dividends and
liquidation with the $12.50 Par Preferred Stock and such stock
neither to have nor to be subject to any preemptive rights and
that the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred Stock,
and, to the extent permitted by law, to fix and determine the
terms, limitations and (except that no amount payable on
liquidation shall exceed the then applicable call price)
relative rights and preferences of such stock, including,
without limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to divide
such shares into series and, to the extent permitted by law,
to fix and determine
Exhibit 3(i)
Page 65 of 189
The above resolutions were adopted by the board of directors
and by shareholders.
Vote of Shareholders:
(a) As to Resolution #1 above:
Number of Shares Total Voting Power of Vote Required Vote Favoring
Entitled to Vote Shares Entitled to Vote for adoption Adoption
================= ======================= ============== =============
560,000 560,000 2/3 of all stock 422,885
(75.5%)
(b) As to Resolution #2 above:
Number of Shares Total Voting Power of Vote Required Vote Favoring
Entitled to Vote Shares Entitled to Vote for adoption Adoption
================= ======================= ============== =============
1. $12.50 Par
Preferred Stock
60,000 60,000 2/3 of this class 41,907
(69.8%)
2. Common
500,000 500,000 2/3 of all other
classes 374,591
(2/3 of this class) (74.9%)
Dated at Hartford this 26th day of April, 1967.
Robert H. Willis
____________________________________
President
W. A. MacDonald
____________________________________
Secretary
-2-
Exhibit 3(i)
Page 66 of 189
STATE OF CONNECTICUT )
) ss.: April 26, 1967
COUNTY OF HARTFORD )
Personally appeared Robert H. Willis and W. A. MacDonald and made
oath to the truth of the foregoing certificate by them signed, before me.
____________________________________
Notary Public
My Commission expires:
-3-
Exhibit 3(i)
Page 67 of 189
AN ACT CONCERNING THE AREA TO BE SERVED BY
THE HARTFORD GAS COMPANY
Approved June 20, 1967
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Andover, Columbia, Coventry and
Mansfield and to lay gas mains and pipes and to erect such other fixtures
as are necessary in and on the streets, highways and public grounds of
said towns and to do all things necessary or convenient in order to
furnish gas for any purpose to said towns and to the inhabitants thereof.
SEC. 2. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
Exhibit 3(i)
Page 68 of 189
CERTIFICATE OF MERGER
The New Britain Gas Light Company (New Britain)
into
The Hartford Gas Company (Hartford)
name of surviving corporation shall be
CONNECTICUT NATURAL GAS CORPORATION
Exhibit 3(i)
Page 69 of 189
CERTIFICATE OF MERGER
A. The name of the surviving corporation in the merger is
CONNECTICUT NATURAL GAS CORPORATION (Surviving Corporation), a
Connecticut corporation.
B. The Plan of Merger is as follows:
1. Merger and Name of Surviving Corporation. The New Britain
Gas Light Company (New Britain), a Connecticut corporation, shall
merge into The Hartford Gas Company (Hartford), a Connecticut
corporation, upon the effective date of the merger which shall be
at the close of business on the last day of the month in which this
certificate is filed in the office of the Secretary of State of
Connecticut. Hartford shall be the surviving corporation and shall
continue under the name CONNECTICUT NATURAL GAS CORPORATION.
2. Charter and By-Laws of the Surviving Corporation. The
charter of Hartford, as enacted by the General Assembly of the
State of Connecticut and amended by it and by action of Hartford's
stockholders up to the effective date of the merger, and as further
amended as set forth herein, and by operation of law as a result of
the merger of New Britain into Hartford, shall be the charter of
the Surviving Corporation until further amended as provided by
law. The Surviving Corporation shall have in addition to the
powers conferred on it by the General Statutes of the State of
Connecticut, all of the special rights, powers and franchises
possessed by Hartford and New Britain, including all such special
rights, powers and franchises to which either has succeeded by
merger, consolidation, purchase or otherwise. The By-Laws set
forth in Exhibit I hereto shall be the By-Laws of the Surviving
Corporation.
3. Directors and Officers of the Surviving Corporation. The
Board of Directors of the Surviving Corporation shall initially
consist of sixteen directors whose names are set forth in Exhibit
II hereto or of such of them as are able and willing to serve. The
names of certain principal officers of the Surviving Corporation
are also set forth in Exhibit II.
4. Succession of Surviving Corporation. Upon the effective
date of the merger the separate the separate existence of New
Britain shall cease and Hartford shall continue to exist as the
Surviving Corporation and shall thereupon succeed to all the
rights, privileges, immunities, franchises, property,
Exhibit 3(i)
Page 70 of 189
choses in action and all and every other interest of, or belonging
to, each of the merging corporations in the manner and to the extent
provided by law.
5. Merger's Effect on Securities. (a) Upon the effective
date of the merger, the authorized capital stock of the Surviving
Corporation shall consist of 685,582 shares of common stock having
a par value of $12.50 per share, 60,000 shares of $12.50 Par
Preferred Stock and 100,000 shares of $100 Par Serial Preferred
Stock of which there shall be a 5.75% Series of 9,600 shares;
(b) Upon the effective date of the merger:
(i) Each issued and outstanding share of Hartford common
stock of the par value of $12.50 Par Preferred Stock shall
remain unchanged but certificates representing such shares
shall be exchangeable for certificates for the same number of
shares bearing the new name of the Surviving Corporation;
(ii) Each issued and outstanding share of New Britain
common stock of the par value of $25 per share shall be
converted into two shares of the Surviving Corporation common
stock of the par value of $12.50 per share;
(iii) Each issued and outstanding share of New Britain
Preferred Stock, 4.75% Series, of the par value of $100 per
share shall be converted into one share of the Surviving
Corporation $100 Par Serial Preferred Stock, 5.75% Series,
with the preferences, voting powers, restrictions and
qualifications set forth herein; and
(iv) New Britain shares acquired by the Surviving
Corporation from holders thereof who shall have objected to
the merger and exercised their statutory appraisal rights and
been paid therefor in the manner provided by law shall be
retired and no shares of any class of stock of the Surviving
Corporation shall be issued in respect thereof.
(c) After the effective date of the merger, each holder of an
outstanding certificate or certificates theretofore representing
Hartford common stock, Hartford preferred stock, New Britain common
stock, or New Britain preferred stock may surrender such
certificate or certificates and receive in exchange a certificate or
certificates representing the number of shares of the Surviving
Corporation common stock or preferred stock into which the shares of
such Hartford common stock, Hartford preferred
-2-
Exhibit 3(i)
Page 71 of 189
stock, New Britain common stock or New Britain preferred stock, as
the case may be, shall have been converted or for which they shall
have become exchangeable. Until so surrendered, each outstanding
certificate which, prior to the effective date of the merger,
represented shares of the Hartford or New Britain stock shall be
deemed for all purposes to evidence ownership of the shares of the
stock of the Surviving Corporation into which such stock shall have
been converted or for which it shall have become exchangeable.
6. Amendments to Charter of Surviving Corporation. The
Charter of the Surviving Corporations shall be amended as follows:
(i) The name of the corporation is Connecticut Natural
Gas Corporation;
(ii) The government and direction of the affairs of the
Company shall be vested in a board of directors consisting of
not less than ten and not more than sixteen, who shall be
chosen by the stockholders of said Company in the manner
hereinafter provided and shall hold their offices until others
are elected and have qualified to take their places as
directors. Said directors, a majority of whom shall be a quorum
for the transaction of business, shall appoint such officers as
said directors consider desirable.
(iii) The authorized capital stock of the Company shall
consist of the following: 685,582 shares of common stock
having a par value of $12.50 per share; 60,000 shares of
preferred stock having a par value of $12.50 per share, to be
hereafter known as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock
having a par value of $100 per share, to be known and
designated as the Company's "$100 Par Serial Preferred Stock",
such stock to be on a parity with respect to dividends and
liquidation with the $12.50 Par Preferred Stock and such stock
neither to have nor to be subject to any preemptive rights;
and that the Board of Directors is authorized to issue, from
time to time, all such shares of $100 Par Serial Preferred
Stock, and, to the extent permitted by law and not fixed by
the charter, to fix and determine the terms, limitations and
(except that no amount payable on liquidation shall exceed the
then applicable call price) relative rights and preferences of
such stock, including, without limitation, the conditions under
which they shall be entitled to voting rights and the extent
thereof, to divide such shares into series and, to the extent
permitted by law, to fix and determine the variations among
series;
-3-
Exhibit 3(i)
Page 72 of 189
(iv) The terms, limitations and relative rights and
preferences of the Company's $100 Par Serial Preferred Stock,
of which 100,000 shares are authorized, shall be as follows:
I. Dividends
The holders of any series of the $100 Par Serial
Preferred Stock shall receive, when declared by the Board of
Directors, preferential dividends at the rate provided for
such series and payable on such dividend payment dates in each
year as shall be established for such series, such dividends
to be payable to stockholders of record on such dates as may
be fixed by said Board but a record date shall not be more
than 45 days before any dividend date.
Dividends on each share of the $100 Par Serial Preferred
Stock shall be cumulative from the date of issue thereof or
from such date as the Board of Directors may determine.
Unless full cumulative dividends to the last preceding
dividend date shall have been paid or set apart for payment on
all outstanding shares of $100 Par Serial Preferred Stock and
unless all sinking fund redemptions or payments provided for
each series of $100 Par Serial Preferred Stock have been made
or provided for, no dividend (other than a dividend in shares
of junior stock) shall be paid on any junior stock nor any sum
applied to the purchase, redemption or retirement of any junior
stock. The term "junior stock" as used herein means Common
Stock or any other stock of the Company subordinate to the $100
Par Serial Preferred Stock in respect of dividends or payments
in liquidation.
So long as any shares of the $100 Par Serial Preferred
Stock shall be outstanding the Company shall not apply any sum
to the redemption, retirement or purchase of any share of any
junior stock nor to the payment of any dividend thereon
(exclusive of dividends payable in junior stock), if, after
such application shall have been made, the Company's retained
earnings plus the cash proceeds of the sale of additional
shares of junior stock since July 31, 1968 would be less than
$941,000, provided, however that nothing herein contained
shall be construed so as to prevent the Company from retiring
any shares of junior stock in exchange for the issue of
additional shares of junior stock.
-4-
Exhibit 3(i)
Page 73 of 189
II. Redemption or Purchase of $100 Par Serial Preferred Stock.
Subject to any restrictions contained in the terms of the
particular series of $100 Par Serial Preferred Stock, all or
any part of any series of the $100 Par Serial Preferred Stock
at any time outstanding may be called for redemption at any
time by vote of the Board of Directors or the operation of a
sinking fund, at the redemption price provided for such series
and in the manner hereinbelow provided. All or any part of
any series of the $100 Par Serial Preferred Stock may be
called for redemption without calling any part or all of any
other series of the $100 Par Serial Preferred Stock. If less
than all of any series of the $100 Par Serial Preferred is so
called, the Transfer Agent shall determine by lot or in some
other proper manner approved by the Board of Directors the
shares of such series of $100 Par Serial Preferred Stock to
be called.
Except for redemption effected by the operation of a
sinking fund, no call of less than all of the $100 Par Serial
Preferred Stock outstanding shall be made without setting
aside an amount equal to the dividends accumulated to the
redemption date fixed in such call and making or providing for
all sinking fund payments or redemptions then due on all of
the $100 Par Serial Preferred Stock then outstanding and not
called.
The sums payable in respect of any $100 Par Serial
Preferred Stock so called shall be payable at the office of an
incorporated bank or trust company; in good standing. Notice
of such call, stating the redemption date and the place where
the redemption price of the stock so called is payable, shall
be mailed not less than 30 days before the redemption date to
each holder of stock so called at his address as it appears
upon the books of the Company.
The Company shall, before the redemption date, deposit
with said bank or trust company all sums payable with respect
to the $100 Par Serial Preferred Stock so called. After such
mailing and deposit the holders of the $100 Par Serial Preferred
Stock so called for redemption shall cease to have any right
to future dividends or other rights or privileges as
stockholders in respect of such stock and shall be entitled to
look for payment on and after the redemption date only to the
sums so deposited with said bank or trust company for their
respective accounts. Stock so redeemed may be reissued but only
subject to the limitations imposed hereby upon the issue of $100
Par Serial Preferred Stock.
-5-
Exhibit 3(i)
Page 74 of 189
At any time when there is no default in the payment of
any dividend on or in the making or providing for any sinking
fund payment on or redemption of any of the $100 Par Serial
Preferred Stock and there is no event of default as defined in
IV hereof, the Company may purchase all or any of the then
outstanding shares of the $100 Par Serial Preferred Stock of
any series upon the best terms reasonably obtainable but not
exceeding the then current redemption price of such shares.
III. Amounts Payable on Liquidation
The holders of any series of the $100 Par Serial
Preferred Stock shall receive upon any voluntary liquidation,
dissolution or winding up of the Company the then current
price at which shares of such series may be redeemed at the
option of the Company and if such action is involuntary $100
per share, plus in each case all dividends accrued and unpaid
to the date of such payment, before any payment in liquidation
is made on any junior stock.
If the net assets of the Company available for
distribution on liquidation shall be insufficient to pay in
full to the holders of the $100 Par Serial Preferred Stock the
preferential amounts to which they shall be entitled and to
the holders of the Company's $12.50 Par Preferred Stock the
$25 per share to which they are entitled, then such net assets
shall be distributed among the holders of the $100 Par Serial
Preferred Stock and of the Company's $12.50 Par Preferred Stock,
who shall receive a common percentage of the full respective
preferential amounts.
IV. Voting Powers
Except as provided herein and as provided by law, the
holders of the $100 Par Serial Preferred Stock shall have no
voting power or right to notice of any meeting.
Whenever dividends on any shares of the $100 Par Serial
Preferred Stock shall be in arrears in an amount equal to or
exceeding four quarterly dividend payments; or whenever there
shall have occurred some default in the observance of any of
the provisions hereof or of the provisions of any series of
$100 Par Serial Preferred Stock, or some default on which
action has been taken by debentureholders, bondholders,
holders of shares of any class of capital stock of the Company
ranking prior to the $100 Par Serial Preferred Stock in
respect of dividends or payments in liquidation or the
-6-
Exhibit 3(i)
Page 75 of 189
trustee of any deed of trust or mortgage of the Company, or
whenever the Company shall have been declared bankrupt or a
receiver of its property shall have been appointed (any of said
conditions before herein called an "event of default"), then the
holders of the $100 Par Serial Preferred Stock shall be given
notice of notice of all stockholders' meetings and shall have
the right, voting as a class, to elect the largest number of
directors constituting a minority of the Board of Directors of
the Company. When all arrears of dividends shall have been paid
and such event of default shall have terminated, all the rights
and powers of the holders of the $100 Par Serial Preferred Stock
to receive notice and to vote shall cease, subject to being
again revived or any subsequent event of default.
When the holders of the $100 Par Serial Preferred Stock
shall have acquired the right to elect a minority of the Board
of Directors, or such right shall cease, the Company shall
promptly after the first delivery to the Company of a written
request therefor by any stockholder, cause a meeting of the
stockholders to be held within 45 days from the delivery of such
request for the purpose of electing a new Board of Directors.
Forthwith, upon the election and qualification of the new Board
of Directors, the terms of office of the existing directors
shall terminate.
V. Action Requiring Certain Consent of $100 Par Serial
Preferred Stockholders
So long as any of the $100 Par Serial Preferred Stock is
outstanding, the Company shall not, without the affirmative vote
of the holders of at least two-thirds of the shares of the $100
Par Preferred Stock then outstanding, change the provisions
hereof or issue any shares of capital stock of the Company
ranking prior to the $100 Par Serial Preferred Stock in respect
of dividends or payments in liquidation, provided that in no
event shall any reduction of the dividend rate or of the amounts
payable upon redemption or liquidation with respect to any share
of the $100 Par Serial Preferred Stock be made without the
consent of the holder thereof.
So long as any of the $100 Par Serial Preferred Stock is
outstanding, the Company shall not, without the consent of the
holders of at least a majority of the shares of the $100 Par
Serial Preferred Stock then outstanding, issue any additional
shares, or reissue any reacquired shares, of the $100 Par
-7-
Exhibit 3(i)
Page 76 of 189
Serial Preferred Stock or any other stock ranking on a parity
with the $100 Par Serial Preferred Stock in respect of dividends
or payments in liquidation, unless:
1. the net earnings of the Company available for the
payment of interest for 12 consecutive calendar months
ending not more than 90 days before the date of such
issuance are equal to at least one and three-quarters times
the aggregate of the annual interest charges on all
outstanding long-term indebtedness of the Company (excluding
interest charges on such indebtedness to be retired by the
application of the proceeds from the issuance of such
shares) and the annual dividend requirements on all $100 Par
Serial Preferred Stock and all $12.50 Par Preferred Stock and
all other stock if any, ranking on a parity with or having
priority over the $100 Par Serial Preferred Stock in respect
of dividends or payments in liquidation which will be
outstanding immediately after the issuance of such shares;
and
2. immediately after the issuance of such shares the
aggregate of (i) the par value of the Company's $100 Par Serial
Preferred Stock, $12.50 Par Preferred Stock and any other stock
ranking on a parity with or having a priority over the $100 Par
Serial Preferred Stock in respect of dividends or payments in
liquidation and (ii) the principal amount of all long-term
indebtedness is not more than seventy per cent (70%) of the
aggregate of (a) the principal amount of all long-term
indebtedness, (b) the par value of, or stated capital
represented by the Company's outstanding capital stock of all
classes and (c) the amount of the Comppany's surplus (both
capital and earned) as then stated on the Company's books.
VI. Merger, Consolidation or Sale of All Assets
With the approval of the holders of such number of shares of
the $100 Par Serial Preferred Stock as may be required by law,
the Company may merge or consolidate with or be merged into any
other corporation, or sell substantially all of its assets
subject to any applicable law.
VII. No Pre-emptive Right
The holders of the $100 Par Serial Preferred Stock shall
have no pre-emptive right to subscribe to any future issue of
additional shares of
-8-
Exhibit 3(i)
Page 77 of 189
the $100 Par Serial Preferred Stock or of any other class of
stock of the Company now or hereafter authorized or to any
security convertible into such stock.
The holders of $12.50 Par Preferred Stock and Common Stock
shall have no pre-emptive right to subscribe to any issue of
shares of the $100 Par Serial Preferred Stock or to any security
convertible into shares of the $100 Par Serial Preferred Stock.
VIII. Immunity of Directors, Officers and Agents
No director, officer or agent of the Company shall be held
personally responsible for any action taken in good faith
through subsequently adjudged to be in violation hereof.
IX. Transfer Agent
The Company shall always have at least one Transfer Agent
for the $100 Par Serial Preferred Stock, which may be the
Company or a Connecticut incorporated bank or trust company of
good standing;
(v) There shall be and hereby is established a series of $100
Par Serial Preferred Stock and the designation of such series, the
authorized number of shares thereof and the terms thereof are as
follows:
1. The series of $100 Par Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred
Stock, 5.75% Series" (hereinafter referred to as the "5.75%
Series") and the authorized number of shares of such series
shall be 9,600.
2. Dividends on said 5.75% Series shall be at the
rate of 5.75% of the par value thereof per annum and no
more and shall be cumulative from the date of issue
thereof. Said dividends, when declared, shall be payable
on the first day of January, April, July and October in
each year.
3. The shares of the 5.75% series shall be redeemable
upon the terms and conditions provided in said foregoing
resolution at the following redemption prices:
(a) if redeemed through operation of sinking
fund hereinafter provided for, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation
of said sinking fund,
-9-
Exhibit 3(i)
Page 78 of 189
at $104.75 per share if redeemed on or before
January 1, 1971,
at $103.75 per share if redeemed thereafter and
on or before January 1, 1974,
at $102.75 per share if redeemed thereafter and
on or before January 1, 1977,
on at $101.75 per share if redeemed thereafter
and or before January 1, 1980,
and
thereafter at $101.00 per share,
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid
dividends thereon, if any; provided, however, that prior to
January 1, 1971, no such redemption shall be made (other
than through operation of said sinking fund) directly or
indirectly from the proceeds, or in anticipation of the
sale of any stock or the issuance of any indebtedness for
money borrowed, having an effective dividend rate or an
effective interest cost (calculated in accordance with
accepted financial practices) as the case may be, of less
than 4.75%.
4. The sinking fund for the redemption of the
5.75% Series shall be as follows:
On January 1, 1969, and on each January 1
thereafter and for so long as any of the 5.75% Series
remains outstanding, the Company shall, to the extent
of any funds of the Company legally available
therefor, redeem 200 shares (or such lesser number of
shares as remain outstanding) of the 5.75% Series,
provided, however, that if in any year the Company
does not redeem such 200 shares, the deficiency shall
be made good on the first succeeding January 1 on
which the Company has funds legally available for the
redemption of shares pursuant to this sinking fund.
If the Company shall issue another series of
$100 Par Serial Preferred Stock for which there
-10-
Exhibit 3(i)
Page 79 of 189
is provided annual sinking fund redemptions or payments
in excess of two per cent (2%) of the originally issued
shares of such series, the sinking fund redemption of
the 5.75% Series shall be increased from 200 shares to
an amount equal to 10,000 shares multiplied by the
percentage provided for such other series; provided,
however, that the sinking fund redemption of the 5.75%
Series shall in no event be increased to an amount
greater than 300 shares per annum.
5. No change in the provisions of the 5.75% Series, as
set forth herein, shall be made except to the extent and in
the manner provided in Item B, paragraph 6, section (iv),
part V hereof nor without the consent of the holders of at
least two-thirds of the outstanding shares of the 5.75%
Series.
C. The Plan of Merger was adopted by the merging corporations
in the following manner:
1. The Plan was approved by the Board of Directors of each
merging corporation.
2. The Plan was approved by vote of the shareholders of
Hartford and as to that corporation:
(i) The shareholder vote required to adopt the Plan
was 333,334 votes by the holders of its common stock and
40,000 votes by the holders of its $12.50 Par Preferred
Stock, the only classes of its stock.
(ii) The number of shares of common stock outstanding
and entitled to vote thereon was 500,000 shares and the
number of shares of $12.50 Par Preferred Stock outstanding
and entitled to vote thereon was 60,000 shares.
(iii) The voting power of such common stock and of
such preferred stock was one vote per share.
(iv) The vote in favor of the Plan was 419,571
affirmative votes of the holders of common stock and 51,785
affirmative votes of the holders of $12.50 Par Preferred
Stock.
3.The Plan was approved by vote of the shareholders of New
Britain and as to that corporation:
-11-
Exhibit 3(i)
Page 80 of 189
(i) The shareholder vote required to adopt the Plan was a
61,961 votes by the holders of its common stock and 6,400
votes by the holders of its Preferred Stock, 4.75% Series,
$100 par value, the only classes of its stock.
(ii) The number of shares of common stock outstanding and
entitled to vote thereon was 92,791 shares and the number
of shares of Preferred Stock, 4.75% Series, $100 par value,
outstanding and entitled to vote thereon was 9,600.
(iii) The voting power of such common stock and of such
preferred stock was one vote per share.
(iv) The vote in favor of the Plan was 77,960 affirmative
votes of the holders of common stock and 9,600 affirmative
votes of the holders of Preferred Stock, 4.75% Series,
$100 par value.
Dated at Hartford, Connecticut, this 30th day of August, 1968.
We hereby declare under the penalties of perjury that the
statements made in the foregoing certificate, insofar as they
pertain to The Hartford Gas Company, are true.
THE HARTFORD GAS COMPANY
R.H. Willis
By ______________________
President
W.A. MacDonald
__________________________
Secretary
We hereby declare under the penalties of perjury, that the
statements made in the foregoing certificate, insofar as they pertain
to The New Britain Gas Light Company, are true.
THE NEW BRITAIN GAS LIGHT
COMPANY
Edgar Rhodes
By ______________________
President
John S. Filbert
_________________________
Secretary
-12-
Exhibit 3(i)
Page 81 of 189
EXHIBIT I
BY-LAWS OF CONNECTICUT NATURAL GAS CORPORATION
ARTICLE I
Directors
Sec. 1 The Board of Directors shall consist of not less than ten and
not more than sixteen persons who shall be stockholders of the Company and
who shall be elected annually by the stockholders by ballot in the manner
prescribed by law.
Sec. 2 The Board meetings shall be held in each calendar month
(excepting August) on dates in said months to be ordered by the Board.
Special meetings of the Board may be called at any time by the Chairman
or by the President, and shall be called on the written request of any
three members of the Board addressed to the chairman or the President.
Notice of Directors meetings shall be given by the Secretary who shall
mail written notice thereof to each Director at least two days before the
time appointed for each such meeting provided that no notice shall be
required other than that contained in this section of the By-Laws for the
stated meeting of the Board to be held immediately following the annual
meeting of the stockholders.
Sec. 3 At any meeting of the Board of Directors a majority shall be a
quorum for the transaction of business, but any meeting may be adjourned
from time to time by the vote of the Directors present.
ARTICLE II
Indemnity
Sec. 1 Each director of the Corporation shall be indemnified and
reimbursed by the Corporation for expenses necessarily incurred by him in
connection with the defense or reasonable settlement of any action, suit or
proceeding in which he is made a party by reason of his being or having been
a director of the Corporation except in relation to matters as to which he
is finally adjudged to be liable for negligence or misconduct in the
performance of his duties as such director. Such right of indemnification
and reimbursement shall not be exclusive of any other rights to which he may
be entitled. The rights herein provided for shall inure to each director
whether or not he is acting as such at the time such expenses are incurred
and in the event of his death such rights shall extend to his legal
representatives. Such indemnity and
Exhibit 3(i)
Page 82 of 189
reimbursement shall be fixed by the Board of Directors, and if no quorum is
available, by a committee of stockholders who are not directors appointed by
the stockholders at a meeting called for the purpose.
ARTICLE III
Officers
Sec. 1 The officers of the Company shall be a President, a Secretary,
a Treasurer and, at the discretion of the Board of Directors, a Chairman and
one or more Vice Presidents. The Board of Directors may also appoint one or
more Assistant Secretaries, one or more Assistant Treasurers and such other
officers as the Board of Directors may deem advisable. The chief executive
officer shall be a Director. One person may hold any two offices except
that one person shall not hold more than one of the following offices:
Chairman, President, Secretary. All officers shall be elected or appointed
annually by the Board of Directors.
Sec. 2 The Board of Directors by a two-thirds vote of their number
shall have power to and may at any time remove from office any of the
persons elected or appointed by them.
Sec. 3 In case of death, removal or resignation of any of the
directors of officers of the Company, the remaining directors may supply the
vacancy thus created until the next election.
ARTICLE IV
Duties of the Chairman and President
Sec. 1 The Chairman, if such office shall be filled by the Board of
Directors, shall, when present, preside at all meetings of said Board and of
the Stockholders. He shall be an executive officer of the Company, shall be
the representative of the Board of Directors and, if the Board so
determines, shall be the chief executive officer of the Company, and, while
chief executive officer, his title shall be Chairman and Chief Executive
Officer. He shall perform such additional duties as may be assigned to him
from time to time by said Board.
Sec. 2 The President shall be an executive officer of the Company
and, if the Directors so determine or do not fill the office of the
Chairman, shall be the chief executive officer of the Company. If the
President be not the chief executive officer of the company, he shall
perform such duties as shall be assigned to him by the Chairman or by the
Board of Directors.
-2-
Exhibit 3(i)
Page 83 of 189
Sec. 3 The chief executive officer of the Company shall have direct
and active supervision and control of the business and affairs of the
Company.
ARTICLE V
Duties of the Vice President
Sec. 1 The Vice President or Vice Presidents shall perform such
duties as may be assigned by the chief executive officer or the Board of
Directors.
ARTICLE VI
Duties of the Secretary and Assistant Secretary
Sec. 1 The Secretary shall record all the votes of the Corporation
and the minutes of its transactions in a book to be kept for that purpose.
He shall under the direction of the chief executive officer be present at
all meetings of the Board and keep a record of proceedings in a minute
book. He shall notify the stockholders of the annual and any special
meetings, and shall notify the members of the Board of Directors of all
regular and special meetings of the Board. He shall have charge of the
transfer of stock and the registry of any bonds of the Company and shall
keep records thereof in such manner as the Board of Directors shall from
time to time direct. He shall perform all the duties which are customary
and incident to the office of Secretary in like companies.
Sec. 2 The Assistant Secretary shall perform the duties of the
Secretary in case of the absence or disability of the Secretary.
ARTICLE VII
Duties of the Treasurer and Assistant Treasurer
Sec. 1 The Treasurer and Assistant Treasurer shall give bond for the
faithful discharge of their duties in such sum and with such surety or
sureties as the Board of Directors may require. The Treasurer shall keep
full and accurate accounts of receipts and disbursements and shall deposit
the Company's funds in the name and to the credit of the Company is such
depositories as may be determined by the Board of Directors. He shall
disburse the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements.
-3-
Exhibit 3(i)
Page 84 of 189
He shall have charge of the money, notes, bills and checks of the
Company, and may accept and endorse the same. He shall make such reports of
the receipts and disbursements in such form and detail and at such time as
the Board may direct.
Sec. 2 The Assistant Treasurer shall perform the duties of the
Treasurer in case of the absence or disability of the Treasurer and shall at
times render such assistance as the Treasurer may require.
Sec. 3 Checks on the funds of the Company, except in payment of
dividends, shall be signed by any one of the following: the Chairman, the
President, a Vice President, the Treasurer, and Assistant Treasurer.
ARTICLE VIII
Committees
Sec. 1 There shall be an Executive Committee consisting of such
directors as may be chosen by the Board of Directors. The Executive
Committee shall have charge of all matters which may be referred to it by
the Board of Directors and generally have oversight and authority with
regard to all business of the Company when the Board of Directors is not in
session.
Sec. 2 There shall be a Finance Committee consisting of such
directors as may be chosen by the Board of Directors. The Finance Committee
shall have such powers and duties relating to the financial aspects of the
business of the Company as the Board may designate.
Sec. 3 The Board of Directors may from time to time appoint such
other committees with such powers as the Board may determine.
Sec. 4 All committees shall report their actions and recommendations
to the Board of Directors at the next ensuing meeting of the Board. A
majority of each committee shall constitute a quorum for the transaction of
business. The Board of Directors shall fix the remuneration of the members
of committees.
-4-
Exhibit 3(i)
Page 85 of 189
ARTICLE IX
Meeting of Stockholders
Sec. 1 The annual meeting of the stockholders of the Company for the
election of Directors and the transaction of such other business as may
properly come before the meeting shall be held in the City of Hartford, on
the third Wednesday of March in each year, at such hour as shall be
determined by resolution of the Board of Directors, or on such other day
thereafter in said month as the Board of Directors, or on such other day
thereafter in said notice stating the time and place of holding such meeting
shall be mailed by the Secretary to each stockholder of record at his last
known post office address, not less than seven days nor more than fifty days
before the date of said meeting.
Sec. 2 A special meeting of the stockholders shall be called at any
time by the Secretary in conformity with the vote of the Board of Directors,
or on the written request of a majority of the Directors addressed to the
chief executive officer of the Company, or on the written request of the
stockholders holding at least one-tenth of the issued and outstanding
capital stock of the Company. A printed notice of special meetings shall be
given by the Secretary stating the time and place for holding such meeting
and the object and purpose thereof. This notice shall be mailed to each
stockholder of record at his last known post office address not less than
seven days nor more than fifty days before the date of said meeting.
Sec. 3 At the annual or any special meeting of the stockholders, the
stockholders present or represented by proxy shall constitute a quorum for
the transaction of business.
Sec. 4 Stockholders may vote at any meeting either in person or by
proxy, but all proxies shall be in writing. Partnerships may sign the firm
name and the signature of any member thereof shall be sufficient.
Corporations may execute their proxies by the signature of the President,
attested by that of the Secretary and the corporate seal of the Company.
ARTICLE X
Certificates of Stock
Sec. 1 Certificates of stock shall be issued to the stockholders and
transfers of them made by the Secretary when required. The certificates
shall be signed by the Chairman, the President or Vice President and by the
Secretary or Assistant Secretary, the signature of whom may be facsimiles,
countersigned by the Transfer Agent, and sealed
-5-
Exhibit 3(i)
Page 86 of 189
with the common seal of the Corporation or a facsimile thereof. A Transfer
Agent and a registrar of the stock may be appointed by the Board of
Directors. Transfers of stock shall be made upon the books of the Company
by the stockholder in person or by attorney duly authorized upon surrender
of the certificates.
Sec. 2 The Board of Directors may close the transfer books in its
discretion for a period not exceeding ten days preceding any meeting of the
stockholders or preceding the day appointed for the payment of a dividend
and the Board may in its discretion fix a record date for the determination
of stockholders entitled to vote at any meeting or to receive the payment of
a dividend.
ARTICLE XI
Amendments
Sec. 1 Amendments to the By-Laws may be made at any special or stated
meeting of the Board of Directors by vote or consent of at least two-thirds
of the entire number of directors, provided that no amendment shall be made
unless the notice of the meeting shall specify the amendment as the purpose
or one of the purposes of the meeting.
-6-
Exhibit 3(i)
Page 87 of 189
EXHIBIT II
CONNECTICUT NATURAL GAS CORPORATION
DIRECTORS
Franklin S. Atwater Edgar G. Rhodes
Norman B. Bertolette Lester E. Shippoe
Charles E. Brainard Wilbur C. Stooble
Pomeroy Day Angelo Tomasso, Jr.
William W. Fisher Robert D. Twohig
Wilson C. Johnson Roger Wilkins
William T. Jebb Robert H. Willis
Roger J. Lennon Charles J. Zimmerman
OFFICERS
Robert H. Willis............. President and Chief Executive Officer
Herbert H. Johnson........... Vice President--Engineering and Planning
John S. Filbert.............. Vice President--Operations
Wallace A. MacDonald......... Secretary and Assistant Treasurer
Albert C. Dudley............. Treasurer
Victor H. Frauenhofer........ Controller and Assistant Secretary
Carl Thomson................. Assistant Treasurer and Assistant Secretary
Exhibit 3(i)
Page 88 of 189
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolution of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of $100
Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Serial Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred Stock, 7.75%
Series" (hereinafter referred to as the "7.75% Series") and the
authorized number of shares of such series shall be 60,000.
2. Dividends on said 7.75% Series shall be at the rate of
7.75% of the par value thereof per annum and no more and shall be
cumulative from the date of issue thereof. Said dividends, when
declared shall be payable on the first day of January, April, July
and October in each year.
3. The shares of the 7.75% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption
price of $100 per share, and:
(b) if redeemed otherwise than through operation of said
sinking fund,
at $107.75 per share if redeemed on or before July 1, 1977
at $105.83 per share if redeemed thereafter and on or before
July 1, 1981
at $103.91 per share if redeemed thereafter and on or before
July 1, 1985
and
thereafter at $102.00 per share,
Exhibit 3(i)
Page 89 of 189
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided, however, that prior to July 1, 1979,
no such redemption shall be made (other than through operation
of said sinking fund) directly or indirectly from the proceeds,
or in anticipation, of the sale of preferred stock or the
issuance of any indebtedness for money borrowed, having an
effective dividend rate or an effective interest cost
(calculated in accordance with accepted financial practice) as
the case may be, of less than 7.75%.
4. The sinking fund for the redemption of the 7.75%
Series shall be as follows:
On July 1, 1970, and on each July 1 thereafter and for so
long as any of the 7.75% Series remains outstanding, the
Company shall, to the extent of any funds of the Company
legally available therefor, redeem 2400 shares (or such lesser
number of shares as remain outstanding) of the 7.75% Series;
provided, however, that if in any year the company does not
redeem such 2400 shares, the deficiency shall be made good on
the first succeeding July 1 on which the Company has funds
legally available for the redemption of shares pursuant to this
sinking fund.
5. No change in the provisions of the 7.75% Series, as set
forth herein, shall be made except to the extent and in the
manner provided in part V of the terms, limitations and relative
rights and preferences of the Company's $100 Par Serial
Preferred Stock nor without the consent of the holders of at
least two-thirds of the outstanding shares of the 7.75% Series.
III. The above resolution was adopted by the Board of Directors
acting alone, the Board of Directors being so authorized pursuant to Section
33-341, Connecticut General Statutes, revision of 1958, as amended.
IV. The number of affirmative votes required to adopt such
resolution was eight (8).
V. The number of directors' votes in favor of the resolution was
twelve (12).
Dated at Hartford, Connecticut this 26th day of June, 1969.
Exhibit 3(i)
Page 90 of 189
We hereby declare, under the penalties of perjury, that the
statements made in the foregoing certificate are true.
V. H. Frauenhofer, Vice President
_________________________________
W. A. MacDonald, Secretary
_________________________________
Exhibit 3(i)
Page 91 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
61-38
VOL 24 133
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | February 18, 1970
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
RESOLVED: That the charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital stock of
the Company consist of the following: 705,582 shares of common stock having
a par value of $12.50 per share, of which 685,582 shares are now
outstanding; 60,000 shares of preferred stock having a par value of $12.50
per share, known and designated as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock having a par
value of $100 per share, known and designated as the Company's "$100 Par
Serial Preferred Stock: of which 9,400 shares are now outstanding, such
stock to be on a parity with respect to dividends and liquidation with the
$12.50 Par Preferred Stock and such stock neither to have nor to be subject
to any preemptive rights; and that the Board of Directors is authorized to
issue, from time to time, all such shares of $100 Par Serial Preferred
Stock, and, to the extent permitted by law, to fix and determine the terms,
limitations and (except that no amount payable on liquidation shall exceed
the then applicable call price) relative rights and preferences of such
stock, including, without limitation, the conditions under which they shall
be entitled to voting rights and the extent thereof, to divide such shares
into series and, to the extent permitted by law, to fix and determine the
variations among series.
[N.B. Since adoption of above, 60,000 additional shares of authorized
$100 Par Serial Preferred were issued and the then outstanding 9,400
shares were reduced to 9,100.]
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
by increasing the number of common shares by 20,000 shares from
685,582 to 705,582.
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating the Certificate of Incorporation.
------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of the
incorporators before the organization meeting of the corporation, and
approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of perjury, that the statements made in the foregoing are true.
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
/TABLE
Exhibit 3(i)
Page 92 of 189
134
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
-------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
We hereby declare, under penalties of perjury, that the statements made in
the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
|X| 4. The above resolution was adopted by the board of directors and by
shareholders. on February 1, 1969 and March 27, 1969 respectively.
number of shares required to be voted as a class
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
------------------------------------------------------------------------------------
(If the shares are entitled to vote as a class, indicate the designation
and number of outstanding shares of each such class, the voting power
thereof, and the vote of each class for the amendment resolution.
Shares outstanding: 60,000 Preferred and 685,592 Common
(one vote per share of each class of stock)
For Against
--- -------
Preferred 43,272 931
Common 510,084 19,838
We hereby declare under the penalties of perjury that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert H. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of perjury, that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
FILED Filing Fee |Tax Certification Fee| Total Fees
STATE OF CONNECTICUT $ 20 200 $ 2 $227
FEB 27 1970 2:30P.M.
Ella T. Grasso
SECRETARY OF THE STATE
/TABLE
Exhibit 3(i)
Page 93 of 189
Vol 24 149
CERTIFICATE Amending Certificate of Incorporation
by action of Board of Directors and Shareholders
(Stock Corporation)
For office use only
STATE OF CONNECTICUT -------------------
Account No.
SECRETARY OF THE STATE
Initials
-------------------
1. Name of Corporation
CONNECTICUT NATURAL GAS CORPORATION April 16, 1970
2. (A) The Certificate of Incorporation is amended only by the
following resolutions:
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the
authorized capital stock of the Company consist of the
following: 2,705,582 shares of common stock having a par value
of $12.50 per share, of which 685,582 shares are now
outstanding; 60,000 shares of preferred stock having a par value
of $12.50 per share, known as the "$12.50 Par Preferred Stock",
all of which are now outstanding; 100,000 shares of preferred
stock having a par value of $100 per share, known and designated
as the Company's "$100 Par Serial Preferred Stock" of which
69,100 shares are now outstanding, such stock to be on a parity
with respect to dividends and liquidation with the $12.50 Par
Preferred Stock and such stock neither to have nor to be subject
to any preemptive rights; and that the Board of Directors is
authorized to issue, from time to time, all such shares of $100
Par Serial Preferred Stock, and, to the extent permitted by law,
to fix and determine the terms, limitation and (except that no
amount payable on liquidation shall exceed the then applicable
call price) relative rights and preferences of such stock,
including, without limitation the conditions under which they
shall be entitled to voting rights and the extent thereof, to
divide such shares into series and, to the extent permitted by
law, to fix and determine the variations among series.
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the
holders of any capital stock of the Company shall have no
preemptive right to subscribe to any future issue of any shares
of capital stock of the Company, now or hereafter authorized, or
of any security convertible into any shares of such capital
stock.
Exhibit 3(i)
Page 94 of 189
150
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended by amending 2 of V of the
"terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock", by substituting the
words and figures seventy-five per cent. (75%) for the words and
figures seventy per cent. (70%) so that the same shall read:
"2. immediately after the issuance of such shares the
aggregate of (i) the par value of the Company's $100 Par
Serial Preferred Stock, $12.50 Par Preferred Stock and any
other stock ranking on a parity with or having priority
over the $100 Par Serial Preferred Stock in respect of
dividends or payments in liquidation and (ii) the principal
amount of all long-term indebtedness, is not more than
seventy-five per cent. (75%) of the aggregate of (a) the
principal amount of all long-term indebtedness, (b) the par
value of, or stated capital represented by, the Company's
outstanding capital stock of all classes and (c) the amount
of the Company's surplus (both capital and earned) as then
stated on the Company's books."
3. Not applicable.
4. The above resolutions were adopted by the board of directors
and by the shareholders on March 23, 1970.
5. Vote of shareholders:
(a) Not applicable.
(b) Designation, number of outstanding shares of such class,
voting power thereof, and vote of each class for each amendment
resolution:
As to first resolution:
Shares outstanding: 60,000 $12.50 Par Preferred Stock;
685,582 Common Stock (one vote per share of each class of
stock):
For Against
--- -------
$12.50 Par Preferred Stock 45,626 1,694
Common Stock 487,238 17,195
Exhibit 3(i)
Page 95 of 189
151
As to the second resolution:
Shares outstanding: 60,000 $12.50 Par Preferred Stock;
685,582 Common Stock (one vote per share of each class of
stock):
For Against
--- -------
$12.50 Par Preferred Stock 40,405 5,915
Common Stock 467,052 36,548
As to the third resolution:
Shares outstanding: 69,100 $12.50 $100 Par Serial Preferred Stock;
60,000 $12.50 Par Preferred Stock; 685,582 Common Stock (one vote per share
of each class of stock):
For Against
--- -------
$100 Par Serial Preferred Stock 62,600 0
$12.50 Par Preferred Stock 45,924 1,396
Common Stock 483,072 21,384
We hereby declare, under the penalties of perjury, that the
statements made in the foregoing certificate are true.
Robert H. Willis, President Robert A. Dixon, Secretary
--------------------------- --------------------------
President Secretary
Filed State of Connecticut April 20, 1970 3:15 p.m.
Exhibit 3(i)
Page 96 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
(Stock Corporation) (Non-Stock Corporation)
61-38
VOL 24 635
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | April 7, 1972
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
RESOLVED: That the charter of the Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the authorized
capital stock of the Company consist of the following: 2,705,582 shares of
common stock having a par value of $12.50 per share, of which 685,782
shares are now outstanding; 60,000 shares of preferred stock having a par
value of $12.50 per share, known as the "$12.50 Par Preferred Stock", all
of which are now outstanding; 400,000 shares of preferred stock having a
par value of $100 per share, known and designated as the Company's "$100
Par Serial Preferred Stock" of which 63,700 shares are now outstanding,
such stock to be on a parity with respect to dividends and liquidation with
the $12.50 Par Preferred Stock and such stock neither to have nor to be
subject to any preemptive rights; and that the Board of Directors is
authorized to issue, from time to time, all such shares of $100 Par Serial
Preferred Stock, and, to the extent permitted by law, to fix and determine
the terms, limitations and (except that no amount payable on liquidation
shall exceed the then applicable call price) relative rights and
preferences of such stock, including, without limitation, the conditions
under which they shall be entitled to voting rights and the extent thereof,
to divide such shares into series and, to the extent permitted by law, to
fix and determine the variations among series.
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
by increasing the number of shares of $100 Par Preferred Stock
by 300,000 shares from 100,000 to 400,000.
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating to the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of perjury, that the statements made in the foregoing are true.
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
/TABLE
Exhibit 3(i)
Page 97 of 189
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
---------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
We hereby declare, under penalties of perjury, that the statements made in
the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
|X| 4. The above resolution was adopted by the board of directors and by
shareholders. on February 28, 1972 March 23, 1972 respectively.
number of shares required to be voted as a class
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
------------------------------------------------------------------------------------
(If the shares are entitled to vote as a class, indicate the designation
and number of outstanding shares of each such class, the voting power
thereof, and the vote of each class for the amendment resolution.
Class Shares Outstanding Voting Power favoring
----- ----------------- ----------- Adoption
Common 685,782 685,782 484,919
$12.50 Par Preferred Stock 60,000 60,000 45,725
$100 Par Serial Preferred Stock 63,700 63,700 47,300
We hereby declare under the penalties of perjury that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert A. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of perjury, that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
FILED Filing Fee Tax Certification Fee| Total Fees
STATE OF CONNECTICUT $ 20 750 $ $770
APR 18 1972 2:15P.M. Certified Copy
______________ 5-15-72
SECRETARY OF THE STATE TO: Robinson, Robinson and Cole
799 Main St., Hartford 06103 Mrs. Betty Pacey
Exhibit 3(i)
Page 98 of 189
Vol 25 73
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolution of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of
$100 Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Serial Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred Stock, 8.25%
Series" (hereinafter referred to as the "8.25% Series") and the
authorized number of shares of such series shall be 55,000.
2. Dividends on said 8.25% Series shall be at the rate of 8.25%
of the par value thereof per annum and no more shall be cumulative
from the date of issue thereof. Said dividends, when declared, shall
be payable on the first day of February, May, August and November in
each year.
3. The shares of the 8.25% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $108.25 per share if redeemed on or before August 1, 1976;
at $105.75 per share if redeemed thereafter and on or before
August 1, 1979;
at $103.25 per share if redeemed thereafter and on or before
August 1, 1982;
and thereafter at $101.00 per share.
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided, however, that prior to August 1,
1981, no such redemption shall be made (other than through
operation of said sinking fund) directly or indirectly from the
proceeds, or in anticipation, of the sale of preferred stock or
the issuance of any indebtedness for money borrowed, having an
Exhibit 3(i)
Page 99 of 189
74
effective dividend rate or an effective interest cost
(calculated in accordance with accepted financial practices) as
the case may be, of less than 8.25% and that, in the event a
redemption be made on or after August 1, 1981 but prior to
August 1, 1983 by means of such a refunding (at a lower
dividend rate or interest cost), the redemption price shall be
$108.50 per share.
4. The sinking fund for the redemption of the 8.25% Series
shall be as follows:
On August 1 in each of the years 1974-1987, both inclusive, the
Company shall, to the extent of any funds of the Company legallyavailable
therefor, redeem 3,437 of such shares (or such lesser number of shares as
remain outstanding) and, on August 1, 1988 (to the extent of such funds
legally available therefor), redeem the balance (if any) of such shares;
provided, however, that, if in any year the Company does not redeem the
shares required to be redeemed as above provided, the deficiency shall be
made good on the first succeeding August 1 on which the Company has funds
legally available for the redemption of shares pursuant to this sinking
fund.
5. No change in the provision of the 8.25% Series, as set forth
herein, shall be made except to the extend and in the manner provided
in part V of the terms, limitations and relative rights and preferences of
the Company's $100 Par Serial Preferred Stock nor without the consent of
the holders of at least two-thirds of the outstanding shares of the 8.25%
Series.
III. The above resolution was adopted by the Board of Directors
acting alone, the Board of Directors being so authorized pursuant to
Section 33-341, Connecticut General Statutes, revision of 1958, as amended.
IV. The number of affirmative votes required to adopt such
resolution was seven (7).
V. The number of directors' votes in favor of the resolution was ten
(10).
Dated at Hartford, Connecticut this 23 day of July, 1973.
We hereby declare, under the penalties of perjury, that the
statements
made in the foregoing certificate are true.
Filed State of Connecticut Robert H. Willis
July 24, 1973 2:10 p.m. President
Secretary of State R. A. Dixon
Secretary
-2-
Exhibit 3(i)
Page 100 of 189
Vol 25 363
CERTIFICATE OF MERGER
OF
THE GREENWICH GAS COMPANY
WITH AND INTO
CONNECTICUT NATURAL GAS CORPORATION
1. The name of the surviving corporation is
THE CONNECTICUT NATURAL GAS CORPORATION
2. The Plan of Merger is as follows:
ARTICLE I
Parties and Effective Date
(a) The Greenwich Gas Company, a Connecticut corporation,
("Greenwich") shall be merged with and into Connecticut Natural Gas
Corporation, a Connecticut corporation ("CNG" or the "Surviving
Corporation"), both such corporations being sometimes referred to as the
"Constituent Corporations", in accordance with the applicable statutes of
the State of Connecticut.
(b) The effective date and hour of the statutory merger described
herein (the "Effective Date") shall be the day and the hour on which a
Certificate of Merger under Sections 33-367 and 33-285 of the Connecticut
Stock Corporation Act shall be filed in the office of the Secretary of the
State of Connecticut in accordance with the terms and conditions of the
Agreement and Plan of Merger between CNG and Greenwich.
ARTICLE II
Effect of Merger
Upon the Effective Date, the separate existence of Greenwich shall
cease and Greenwich shall be merged with and into the Surviving
Corporation. The Surviving Corporation shall, from and after the Effective
Date, possess all the rights, privileges, immunities and franchises of
whatsoever nature and description of a public as well as of a private
nature, and be subject to all the restrictions, disabilities and duties of
each of the Constituent Corporations; and all property, real, personal and
mixed, and all debts due to either of the Constituent Corporations on
whatever account, and all and
Exhibit 3(i)
Page 101 of 189
364
every other interest of or belonging to or due to each of the Constituent
Corporations, and every devise or bequest which either of the Constituent
Corporations would have been capable of taking shall be vested in the
Surviving Corporation without further act or deed; and all property,
rights, privileges, immunities and franchises, and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of the respective Constituent Corporations; and
the title to any real estate vested by deed or otherwise, in any of the
Constituent Corporations, shall not revert or be in any way impaired by
reason of such merger. All rights of creditors and all liens upon the
property of the Constituent Corporations shall be preserved and unimpaired,
and the respective Constituent Corporations may be deemed to continue in
existence in order to preserve the same, and all debts, liabilities and
duties of the Constituent Corporations shall thenceforth attach to the
Surviving Corporation, and may be enforced against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by
it. Any existing claim or action or proceeding, whether civil, criminal or
administrative, pending or by or against either Constituent Corporation may
be prosecuted to judgment or decree as if such merger had not taken place,
or the Surviving Corporation may be substituted in such action or
proceeding.
ARTICLE III
Charter and Bylaws
(a) The Charter of CNG in effect immediately prior to the Effective
Date, amended to effectuate this Plan of Merger, shall be the Charter of
the Surviving Corporation.
(b) The Bylaws of CNG in effect immediately prior to the Effective
Date shall be the Bylaws of the Surviving Corporation.
ARTICLE IV
Conversion of Shares
(a) COMMON STOCK OF GREENWICH. Each share of common stock of
Greenwich which is issued and outstanding on the Effective Date (other than
shares of Greenwich common stock then owned by shareholders who have duly
given objections to the merger and demands for purchase in accordance with
the provisions of Section 33-374 of the Stock Corporation Act of the State
of Connecticut and with respect to which such demands shall not have been
withdrawn
-2-
Exhibit 3(i)
Page 102 of 189
365
with the consent of Greenwich and CNG, such shares being hereinafter
referred to in this paragraph as "Dissenting Shares") shall, by virtue of
the merger, and without any action on the part of the holder thereof, be
converted into two-thirds (2/3) of a share of common stock, par value
$12.50, of CNG. As promptly as practicable after the Effective Date, each
holder of an outstanding certificate or certificates theretofore
representing shares of Greenwich common stock (other than certificates
representing Dissenting Shares) shall surrender the same to Hartford
National Bank and Trust Company as Transfer Agent of CNG. Such holder
shall be entitled on such surrender to receive in exchange therefor a
certificate or certificates representing the number of full shares of CNG
common stock into which the shares of Greenwich common stock theretofore
represented by the certificate or certificates so surrendered shall have
been converted as aforesaid. Fractional shares of CNG common stock shall
not be issued; but in lieu thereof, CNG shall pay for each share of
Greenwich common stock which is not convertible into whole shares of CNG
common stock an amount equal to two-thirds (2/3) of the mean between the
last preceding published high and low bid prices of CNG's common stock in
the over-the-counter market on or before the date of mailing the notice and
proxy statement for the Greenwich shareholders' meeting to approve this
Agreement, such prices to be those obtained from National Quotation Bureau,
Inc., representing inter-dealer quotations which do not include retail
mark-up, mark-down or commissions.
Until so surrendered, each outstanding certificate which, prior to
the Effective Date, represented Greenwich common stock (other than
certificates representing Dissenting Shares) shall be deemed for all
purposes, other than the payment of dividends or other distributions, to
evidence ownership of the whole number of shares of CNG common stock into
which the shares of Greenwich common stock (which, prior to the Effective
Date, were represented thereby) have been so converted; and no dividend or
other distribution, if any, payable to holders of record of the shares of
CNG common stock as of any date subsequent to the Effective Date shall be
paid to the holders of outstanding certificates theretofore representing
shares of Greenwich common stock; provided, however, that, upon surrender
and exchange of such outstanding certificates (other than certificates
representing Dissenting Shares) theretofore representing shares of
Greenwich common stock, there shall be paid to the record holders of the
certificates issued in exchange therefore the amount, without interest
thereon, of dividends and other distributions, if any, which would have
theretofore become payable with respect to the shares of CNG common stock
represented thereby.
-3-
Exhibit 3(i)
Page 103 of 189
366
(b) GREENWICH 6% CUMULATIVE PREFERRED STOCK. Each share of issued
and outstanding Greenwich 6% Cumulative Prior Preferred Stock $25 par
value, shall be exchanged for one-fourth (1/4) of a share of CNG $100 Par
Serial Preferred Stock, 6% Series A, with cumulative dividends at 6% of the
par value thereof per annum, having the terms, limitations and relative
rights and preferences as set forth in the Charter of CNG, as amended to
authorize the issuance of such shares.
(c) GREENWICH 6 1/4% CUMULATIVE PRIOR PREFERRED STOCK. Each share
of issued and outstanding Greenwich 6 1/4% Cumulative Prior Preferred
Stock, $25 par value, shall be exchanged for one-fourth (1/4) of a share of
CNG $100 Par Serial Preferred Stock, 6.25% Series, with cumulative
dividends at 6.25% of the par value thereof per annum, having the terms,
limitations and relative rights and preferences as set forth in the Charter
of CNG, as amended to authorize the issuance of such shares.
(d) GREENWICH $1.50 PREFERRED SHARES. Each share of Greenwich $1.50
Preferred Shares no par value, 6% Series, issued and outstanding on the
Effective Date (other than shares of such stock then owned by shareholders
who have duly given objections to the merger and demands for purchase in
accordance with the provisions of Section 33-374 of the Stock Corporation
Act of the State of Connecticut and with respect to which such demands
shall not have been withdrawn with the consent of Greenwich and CNG, such
shares being hereinafter referred to in this paragraph (d) as "Dissenting
Shares") shall, by virtue of the merger and without any action on the part
of the holder thereof, be converted into one-quarter (1/4) share of CNG
$100 Par Serial Preferred Stock, 6% Series B, with cumulative dividends at
6% of the par value thereof per annum, having the terms, limitations and
relative rights and preferences as set forth in the Charter of CNG, as
amended to authorize the issuance of such shares. Fractional shares of CNG
$100 Par Serial Preferred Stock 6%, Series B shall not be issued; but, in
lieu thereof, CNG shall pay for each share of Greenwich $1.50 Preferred
Shares which is not convertible into whole shares of CNG $100 Par Serial
Preferred Stock 6%, Series B, an amount equal to the mean between the last
preceding published high and low bid prices of Greenwich $1.50 Preferred
Shares in the over-the-counter market on or before the date of mailing the
notice and proxy statement for the Greenwich Shareholders Meeting to
approve this Agreement, such prices to be those obtained from National
Quotation Bureau, Inc. representing inter-dealer quotations which do not
include retail markup, markdown, or commissions.
Until so surrendered, each outstanding certificate which, prior to
the Effective Date, represented Greenwich $1.50 Preferred
-4-
Exhibit 3(i)
Page 104 of 189
367
Shares (other than certificates representing Dissenting Shares) shall be
deemed for all purposes, other than the payment of dividends or other
distributions to evidence ownership of the whole number of shares of CNG
$100 Par Serial Preferred Stock, 6% Series B, into which the shares of
Greenwich $1.50 Preferred Shares (which, prior to the Effective Date, were
represented thereby) have been so converted; and no dividend or other
distribution, if any, payable to the holders of record of the shares of CNG
$100 Par Serial Preferred Stock 6% Series B, as of any date subsequent to
the Effective Date shall be paid to the holders of outstanding certificates
theretofore representing shares of Greenwich $1.50 Preferred Shares;
provided however, that upon surrender and exchange of such outstanding
certificates (other than certificates representing Dissenting Shares)
theretofore representing shares of Greenwich $1.50 Preferred Shares, there
shall be paid to the record holders of the certificates issued in exchange
therefor the amount, without interest thereon, of dividends and other
distributions, if any, which would have theretofore become payable with
respect to the shares of CNG $100 Par Serial Preferred Stock 6% Series B
represented thereby.
(e) CNG COMMON AND PREFERRED SHARES. Each share of CNG common and
preferred stock issued and outstanding on the Effective Date shall continue
without change as a like share of stock in the Surviving Corporation.
ARTICLE V
Board of Directors and Officers
-------------------------------
(a) Initially, and until the election and qualification of their
respective successors, the members of the Board of Directors of the
Surviving Corporation shall be as follows: Franklin S. Atwater, Dr. Arthur
C. Banks, Jr., James F. English, Jr., William W. Fisher, Dr. Dorothy C.
Goodwin, Roger J. Larson, Denis F. Mullane, Dr. Eli Shapiro, Everett Smith,
Jr., Angelo Tomasso, Jr., Bruce N. Torell, Robert D. Twohig, Roger C.
Wilkins, Robert H. Willis, Richard A. Winslow.
(b) The officers of the Surviving Corporation shall be the officers
of CNG immediately prior to the Effective Date, together with Richard A.
Winslow as Senior Vice President and John P. Brennan as Vice President.
ARTICLE VI
Approval of Shareholders
There shall be required for the approval of the merger described
herein the affirmative vote of the holders of a majority of CNG common
stock and CNG $12.50 Par Preferred Stock, voting as one class, issued and
outstanding upon the date of record for voting upon such merger at the
special meeting of such classes to be called pursuant to said Agreement and
Plan of Merger. The approval of such merger by shareholders of Greenwich
-5-
Exhibit 3(i)
Page 105 of 189
368
shall require the affirmative vote of the holders of at least two-thirds
(2/3) of the issued and outstanding shares of each class of capital stock
of Greenwich as of the record date of the special meeting thereof called
pursuant to such Agreement.
3. The Plan of Merger was approved by resolution of the Board of
Directors of The Greenwich Gas Company and has been approved and adopted by
votes representing more than two-thirds of the issued and outstanding
shares of each class of its capital stock. The shareholder vote was as
follows:
Shares of Shares Shares Shares Shares
Common Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
250,536 166,857 193,298 191,745 1,553
Shares of 6%
Cumulative
Prior Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
12,000 7,922 12,000 12,000 0
Shares of 6 1/4%
Cumulative
Prior Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
16,400 10,922 16,400 16,400 0
Shares of $1.50 Shares Shares Shares Shares
Preferred Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
26,553 17,684 22,607 19,432 3,175
-6-
Exhibit 3(i)
Page 106 of 189
369
4. The Plan of Merger was approved by resolution of the Board of
Directors of Connecticut Natural Gas Corporation and has been approved and
adopted by votes representing a majority of the issued and outstanding
shares of its Common Stock and $12.50 Par Preferred Stock, voting as one
class. The shareholder vote was as follows:
Shares of Common
and $12.50
Par Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
746,177 373,089 464,183.913 451,982.921 12,200.992
Dated at Hartford, Connecticut, this 30th day of August, 1974.
We hereby declare under the penalties of false statement, that the
statements made in the forgoing certificate, insofar as they pertain to The
Greenwich Gas Company, are true.
THE GREENWICH GAS COMPANY
By________________________________
Richard A. Winslow, President
________________________________
Frank J. Coyle, Secretary
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate, insofar as they pertain to
Connecticut Natural Gas Corporation, are true.
CONNECTICUT NATURAL GAS CORPORATION
By ________________________________
V. Frauenhofer
Senior Vice President
_______________________________
Carl Thomsen
Assistant Secretary
FILED State of Connecticut
August 30 1974 3:50 p.m.
Exhibit 3(i)
Page 107 of 189
VOL 25 377
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolutions of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of
$100 Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Preferred Stock established hereby
shall be designated "$100 Par Serial Stock, 6% Series A" (hereinafter
referred to as the "6% Series A") and the authorized number of shares
of such series shall be 3,000.
2. Dividends on said 6% Series A shall be at the rate of 6% of
the par value thereof per annum and no more shall be cumulative from
the date of issue thereof. Said dividends, when declared, shall be
payable on the first day of January, April, July and October in each
year.
3. The shares of the 6% Series A shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $102.00 per share if redeemed on or before
December 31, 1974;
at $101.50 per share if redeemed thereafter
and on or before December 31, 1975;
at $101.00 per share if redeemed thereafter
and on or before December 31, 1976;
at $100.50 per share if redeemed thereafter
and on or before December 31, 1977;
and thereafter at $100 per share;
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereof, if any.
4. The sinking fund for the redemption of the 6% Series A
shall be as follows:
On October 1 in each of the years 1974-1981, both inclusive, the
Company shall, to the extent of any funds of the Company legally
available therefor,
Exhibit 3(i)
Page 108 of 189
378
-2-
redeem 375 of such shares (or such lesser number of shares as remain
outstanding); provided, however, that, if in any year the Company
does not redeem the shares required to be redeemed as above provided,
the deficiency shall be made good on the first succeeding October 1
on which the Company has funds legally available for the redemption
of shares pursuant to this sinking fund.
5. In the case of all redemptions, if less than all of the
outstanding shares of the $100 Par Serial Preferred Stock, 6% Series A, are
to be called for redemption:
(i) so long as the initial owner of the stock of such series
originally issued is a holder of record, a pro rata portion of
the shares held by such initial owner (to the nearest full
share) shall be called for redemption;
(ii) if there are less than twenty (20) holders of record of the
shares of such series, a proportionate part of the shares of
such series of each holder of record shall be called for
redemption;
provided, however, that such adjustments may be made among the shares to be
redeemed as are necessary to avoid fractional parts of shares.
6. No change in the provisions of the 6% Series A, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock nor without the consent of the
holders of at least two-thirds of the outstanding shares of the 6% Series
A.
VOTED: There shall be and hereby is established a series of $100 Par
Preferred Stock; the designation of such series, the authorized number of
shares thereof and the terms thereof to be as follows:
1. The Series of $100 Par Serial Preferred Stock established hereby
shall be designated "$100 Par Serial Preferred Stock, 6% Series B"
(hereinafter referred to as the "6% Series B") and the authorized number of
shares of such series shall be 6,638.
2. Dividends on said 6% Series B shall be at the rate of 6% of the
par value thereof per annum and no more shall be cumulative from the date
of issue therof. Said dividends, when declared, shall be payable on the
first day of January, April, July and October in each year.
3. The shares of the 6% Series B shall be redeemable for all
purposes at $110 per share plus, in all cases, that portion of the
quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
Exhibit 3(i)
Page 109 of 189
379
-3-
4. No change in the provisions of the 6% Series B, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock nor without the consent of the
holders of at least two-thirds of the outstanding shares of the 6% Series
B.
VOTED: There shall be and hereby is established a series of $100
Par Preferred Stock; the designation of such series, the authorized number
of shares thereof and the terms thereof to be as follows:
1. The Series of $100 Par Serial Preferred Stock established hereby
shall be designated $100 Par Serial Preferred Stock, 6.25% Series"
(hereinafter referred to as the "6.25% Series") and the authorized number
of shares of such series shall be 4,100.
2. Dividends on said 6.25% Series shall be at the rate of 6.25% of
the par value thereof per annum and no more shall be cumulative from the
date of issue thereof. Said dividends, when declared, shall be payable on
the first day of January, April, July and October in each year.
3. The shares of the 6.25% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $105.725 per share if redeemed on or before
December 31, 1974;
at $105.200 per share if redeemed thereafter
and on or before December 31, 1975;
at $104.725 per share if redeemed thereafter
and on or before December 31, 1976;
at $104.150 per share if redeemed thereafter
and on or before December 31, 1977;
at $103.625 per share if redeemed thereafter
and on or before December 31, 1978;
at $103.100 per share if redeemed thereafter
and on or before December 31, 1979;
at $102.575 per share if redeemed thereafter
and on or before December 31, 1980;
at $102.050 per share if redeemed thereafter
and on or before December 31, 1981;
at $101.525 per share if redeemed thereafter
and on or before December 31, 1982;
and thereafter at $101 per share;
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided,
Exhibit 3(i)
Page 110 of 189
380
-4-
however, that, if prior to January 1, 1978, any such redemption
shall be by the application of funds secured through the
issuance of securities (including, without limitation, shares of
capital stock of any class or securities, convertible into or
evidencing a right to subscribe for or purchase shares of
capital stock, or bonds, debentures, notes, or other evidences
of indebtedness) or by application of moneys borrowed in
anticipation of the issuance of any securities, the redemption
price shall be $110. In all cases of redemption of shares of
6.25% Series prior to January 1, 1978, the Board of Directors
shall first adopt a resolution stating the sources of moneys to
be used by the corporation in effecting the proposed redemption
and finding and declaring that such redemption does not violate
the foregoing provisions of this paragraph.
4. The sinking fund for the redemption of the 6.25% Series shall be
as follows:
On January 1 in each year so long as any shares of the 6.25%
Series remain outstanding, the Company shall, to the extent of any
funds of the Company legally available therefor, prior to 1979 redeem
150 and thereafter 250 of such shares (or such lesser number of
shares as remain outstanding); provided, however, that, if in any
year the Company does not redeem the shares required to be redeemed
as above provided, the deficiency shall be made good on the first
succeeding January 1 on which the Company has funds legally available
for the redemption of shares pursuant to this sinking fund.
5. In the case of all redemptions, if less than all of the
outstanding shares of the $100 Par Serial Preferred Stock, 6.25% Series,
are to be called for redemption:
(i) so long as the initial owner of the stock of such series
originally issued is a holder of record, a pro rata portion of the
shares held by such initial owner (to the nearest full share) shall
be called for redemption;
(ii) if there are less than twenty (20) holders of record of the
shares of such series, a proportionate part of the shares of such
series of each holder of record shall be called for redemption;
provided, however, that such adjustments may be made among the shares to be
redeemed as are necessary to avoid fractional parts of shares.
6. No change in the provisions of the 6.25% Series, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the
Exhibit 3(i)
Page 111 of 189
terms, limitations and relative rights and preferences of the Company's
$100 Par Serial Preferred Stock nor without the consent of the holders of
at least two-thirds of the outstanding shares of the 6.25% Series.
III. The above resolutions were adopted by the Board of Directors
acting alone at a meeting held May 23, 1974, the Board of Directors being
so authorized pursuant to Section 23-341, Connecticut General Statutes,
revision 1958, as amended.
IV. The number of affirmative votes required to adopt each such
resolution was seven (7).
V. The number of directors' votes in favor of each such resolution
was twelve (12).
Dated at Hartford, Connecticut, this 31, day of July, 1974.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
R.H. Willis
_______________________________________
Chairman and President
R.A. Dixon
_______________________________________
Secretary
Filed State of Connecticut
August 30 1974 3:40 p.m.
Exhibit 3(i)
Page 112 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is
CONNECTICUT NATURAL GAS CORPORATION.
2. The Charter of Connecticut Natural Gas Corporation is amended only by
the following resolution:
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital
stock of the Corporation consists of the following:
(a) 5,411,164 shares of common stock having a par value of $6.25 per
share.
(b) 120,000 shares of preferred stock having a par value of $6.25
per share, known and designated as the "$6.25 Par Preferred
Stock",
(i) said preferred stock to be entitled to receive out of the
net profits of the Corporation cumulative dividends at the
rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%) to be paid thereon before
any dividends are payable upon the Common Stock of the
Corporation;
(ii) said preferred stock in the event of liquidation of the
Corporation or distribution of its assets to be preferred
as to the entire assets to the amount of $12.50 a share;
and
(iii) all shares of common stock and $6.25 Par Preferred Stock
shall have equal voting rights.
(c) 400,000 shares of preferred stock having a par value of $100
per share, known and designated as the Corporation's "$100 Par
Serial Preferred Stock",
(i) said $100 Par Serial Preferred Stock to be on a parity with
respect to dividends and liquidation with the $6.25 Par
Preferred Stock;
(ii) the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred
Stock and, to the extent permitted by law, to fix and
determine the terms, limitations and (except that no
amount payable on liquidation shall exceed the then
applicable call price) relative
Exhibit 3(i)
Page 113 of 189
rights and preferences of such stock, including, without
limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to
divide such shares into series and, to the extent
permitted by law, to fix and determine the variations
among series.
3. The foregoing charter amendment shall be effective as of 4:30 P.M.,
Eastern Standard Time, on January 5, 1978.
Upon the effectiveness of the foregoing charter amendment, each
share of the outstanding common stock of the Corporation of the par value
of the $12.50 per share shall be divided into two shares of common stock of
the par value of $6.25 per share, and each share of $12.50 Par Preferred
Stock of the Corporation shall be divided into two shares of $6.25 Par
Preferred Stock. All outstanding certificates representing shares of
common stock and $12.50 Par Preferred Stock immediately prior to the
effectiveness of such amendment, shall continue to represent the same
number of shares following the effectiveness of such amendment, but, in
each case, such shares shall be deemed to be of the par value of $6.25 per
share. New stock certificates representing additional shares of common
stock or $6.25 Par Preferred Stock to which shareholders of the Corporation
shall be entitled by reason of the foregoing charter amendment and
concurrent stock splits shall be issued and delivered to such holders as
soon as reasonably possible.
4. The above resolution was adopted by the Board of Directors and
by shareholders.
5. Vote of shareholders:
Common Stock and $12.50 Par Preferred Stock, voting as a single
class in accordance with the voting rights of such classes contained in the
charter of the Corporation:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
914,197 914,197 609,465 702,009
Common Stock, $12.50 par value, as to matters upon which the
holders of Common Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
854,197 854,197 569,465 654,232
-2-
Exhibit 3(i)
Page 114 of 189
$12.50 Par Preferred Stock, as to matter upon which the holders
of $12.50 Par Preferred Stock are entitled to vote as a separate
class pursuant to Section 33-361 of the Connecticut General
Statutes:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
60,000 60,000 40,000 50,224
Dated at Hartford, Connecticut this 29th day of December, 1977.
We hereby declare, under the penalties of false statement that the
statements made in the foregoing certificate are true.
__________________________________
President, Robert H. Willis
___________________________________
Assistant Secretary, Carl Thomsen
State of Connecticut :
: ss. Hartford December 29, 1977
County of Hartford :
Personally appeared ROBERT H. WILLIS and Carl Thomsen, President and
Assistant Secretary, respectively, of CONNECTICUT NATURAL GAS CORPORATION,
who swore to the truth of the foregoing certificate before them signed,
before me.
___________________________________
Notary Public
My Commission Expires March 31, 1981
FILED
STATE OF CONNECTICUT
January 4, 1978
Secretary of State
-3-
Exhibit 3(i)
Page 115 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 60,000 - 60,000
Pfd. 6%, Ser.A $100 3,000 - 3,000
Pfd. 6%, Ser.B $100 6,638 - 6,638
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 26,400 - 26,400
Pfd. 6%, Ser.A $100 2,250 - 2,250
Pfd. 6%, Ser.B $100 587 - 587
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 33,600 - 33,600
Pfd. 6%, Ser.A $100 750 - 750
Pfd. 6%, Ser.B $100 6,051 - 6,051
----------------------------------------------------------------------------
Dated at Hartford, Connecticut this 18 day of August, 1980.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
-----------------------------------------------------------------------------------
Name of President or Vice President | Name of Secretary or Assistant Secretary
V.H. Frauenhofer, Executive Vice President| R.A. Dixon, Secretary & Vice President
------------------------------------ ---------------------------------
/s/ V.H. Frauenhofer /s/ R.A. Dixon
------------------------------------------------------------------------------------
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
Exhibit 3(i)
Page 116 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 4,100 - 4,100
Pfd. 8.25% $100 55,000 - 55,000
Pfd. 5.75% $100 9,600 - 9,600
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 1,100 - 1,100
Pfd. 8.25% $100 20,622 - 20,622
Pfd. 5.75% $100 3,500 - 3,500
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 3,000 - 3,000
Pfd. 8.25% $100 34,378 - 34,378
Pfd. 5.75% $100 6,100 - 6,100
----------------------------------------------------------------------------
Dated at Hartford, Connecticut this 18 day of August, 1980.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
-----------------------------------------------------------------------------------
Name of President or Vice President | Name of Secretary or Assistant Secretary
V.H. Frauenhofer, Executive Vice President| R.A. Dixon, Secretary & Vice President
------------------------------------ ---------------------------------
/s/ V.H. Frauenhofer /s/ R.A. Dixon
------------------------------------------------------------------------------------
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
Exhibit 3(i)
Page 117 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 750 - 750
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 375 - 375
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 375 - 375
----------------------------------------------------------------------------
Dated at Hartford this 24 day of February, 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
-----------------------------------------------------------------------------------
Name of ------------ Vice President | Name of ------------ Assistant Secretary
Robert A. Dixon | Carl Thomsen
------------------------------------ ---------------------------------
/s/ R.A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
Exhibit 3(i)
Page 118 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 3,000 - 3,000
PFD 8.25% $100 34,378 - 34,378
PFD 5.75% $100 6,100 - 6,100
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 250 - 250
PFD 8.25% $100 3,437 - 3,437
PFD 5.75% $100 300 - 300
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 2,750 - 2,750
PFD 8.25% $100 30,941 - 30,941
PFD 5.75% $100 5,800 - 5,800
----------------------------------------------------------------------------
Dated at Hartford this 24 day of February 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
-----------------------------------------------------------------------------------
Name of ------------ Vice President | Name of ------------ Assistant Secretary
Robert A. Dixon | Carl Thomsen
------------------------------------ ---------------------------------
/s/ R.A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
Exhibit 3(i)
Page 119 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
61-38
VOL 24 133
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | April 30, 1981
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
"RESOLVED: That the Charter of this corporation be, and it hereby
is, amended by deleting therefrom in its entirety Sec. 2 of Special
Act 478 of the 1951 Connecticut General Assembly entitled `An Act
Amending the Charter of The Hartford Gas Company', approved June 27,
1951, and substituting the following paragraph in lieu thereof:
Subject to the approval of the Department of Public Utility
Control, but otherwise without limitation as to amount, said
company is authorized to issue, from time to time, notes, bonds
or other evidences of indebtedness payable at periods of more
than one year after the date thereof (a) to provide funds for
the acquisition of property or the construction, completion,
extension or improvement of its system, or (b) to reimburse its
treasury for moneys expended for such acquisition or for such
construction, completion, extension or improvement which were
not obtained through the issue of stock, notes, bonds or other
evidences of indebtedness, or (c) for the discharge, funding or
refunding of its obligations."
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating to the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing are
true.
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
Exhibit 3(i)
Page 120 of 189
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
------------------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
We hereby declare, under penalties of false statement that the statements
made in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
|X| 4.The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of Shareholders:
(a) (Use if no shares are required to be voted as a class.)
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
1,852,529 | 1,852,529 | 1,235,020 | 1,298,220
------------------------------------------------------------------------------------
(b) (If the shares of any class are entitled to vote as a class, indicate
the designation and number of outstanding shares of each such class, the
voting power thereof, and the vote of each class for the amendment
resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert A. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
TABLE
STATE OF CONNECTICUT Filing Fee Tax Certification Fee| Total Fees
FILED $ 30 $ 9 $39
APR 30 1981 Certified Copy
/s/ Barbara B. Kennelly Murtha Cullina
SECRETARY OF THE STATE P.O. Box 3192
BY L. M. _____________ Htfd CT 06103
Exhibit 3(i)
Page 121 of 189
(FORM)
State of Connecticut )
) ss. HARTFORD
OFFICE OF SECRETARY OF THE STATE )
I hereby certify that the foregoing is a true copy of record in this office
IN TESTIMONY WHEREOF, I have hereunto set my
hand, and affixed the Seal of said State, at
Hartford, this 30th day of April, A.D., 1981
Barbara B. Kennelly
Secretary of the State
Exhibit 3(i)
Page 122 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 33,600 - 33,600
PFD 8.25% $100 30,941 - 30,941
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 31,200 - 31,200
PFD 8.25% $100 27,504 - 27,504
----------------------------------------------------------------------------
Dated at Hartford this 10 day of August 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
Robert A. Dixon | Carl Thomsen
/s/ Robert A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
Filing Fee Certification Fee| Total Fees
$ $ $
Exhibit 3(i)
Page 123 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,800 - 5,800
PFD 6.25% $100 2,750 - 2,750
PFD 6%, Ser A $100 375 - 375
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 300 - 300
PFD 6.25% $100 250 - 250
PFD 6%, Ser A $100 375 - 375
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,500 - 5,500
PFD 6.25% $100 2,500 - 2,500
PFD 6%, Ser A $100 00 - 00
----------------------------------------------------------------------------
Dated at Hartford this 9 day of February, 1982.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
Robert A. Dixon | Carl Thomsen
/s/ Robert A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ 6 $12
FEB 16 1982
______________
SECRETARY OF THE STATE
Exhibit 3(i)
Page 124 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,899 - 5,899
PFD 7.75% $100 31,200 - 31,200
PFD 8.25% $100 27,504 - 27,504
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 18 - 18
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,881 - 5,881
PFD 7.75% $100 28,800 - 28,800
PFD 8.25% $100 24,067 - 24,067
----------------------------------------------------------------------------
Dated at Hartford Connecticut this 9 day of August 1982.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
--------------------------------------------------------------------------
V. H. Frauenhofer |Robert A. Dixon
--------------------------------------------------------------------------
/s/ V.H. Frauenhofer |/s/ Robert A. Dixon
--------------------------------------------------------------------------
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
AUG 9 1982
SECRETARY OF THE STATE
Exhibit 3(i)
Page 125 of 189
VOL 100
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,580 - 5,580
PFD 6.25% $100 2,500 - 2,500
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 300 - 300
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,200 - 5,200
PFD 6.25% $100 2,250 - 2,250
----------------------------------------------------------------------------
Dated at Hartford Connecticut this 11 day of January 1983.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF ---EXECUTIVE VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
--------------------------------------------------------------------------
V. H. Frauenhofer |Robert A. Dixon
--------------------------------------------------------------------------
/s/ V.H. Frauenhofer |/s/ Robert A. Dixon
--------------------------------------------------------------------------
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
MAR 21 1983 Certified Copy
Julia Tashjian To: Connecticut Natural Gas Corp
SECRETARY OF THE STATE P.O. Box 1500, Hartford, CT 06144
Exhibit 3(i)
Page 126 of 189
VOL 100 1752
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 28,800 - 28,800
PFD 8.25% $100 24,067 - 24,067
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 26,400 - 26,400
PFD 8.25% $100 20,630 - 20,630
----------------------------------------------------------------------------
Dated at Hartford Connecticut this 15th day of August 1983.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF ------------ VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
--------------------------------------------------------------------------
Robert A. Dixon |Reginald L. Babcock
--------------------------------------------------------------------------
/s/ Robert A. Dixon |/s/ R. L. Babcock
--------------------------------------------------------------------------
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
AUG 15 1983 Certified Copy
Julia Tashjian To: Connecticut Natural Gas Corp
SECRETARY OF THE STATE P.O. Box 1500, Hartford, CT 06144
Exhibit 3(i)
Page 127 of 189
CERTIFICATE
AMENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF
( )INCORPORATORS ( )BOARD OF (X)BOARD OF DIRECTORS ( )BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS AND MEMBERS
(Stock Corporation) (Nonstock Corporation)
61-38
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. NAME OF CORPORATION | DATE
Connecticut Natural Gas Corporation | April 27, 1984
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by
the following
resolution
"RESOLVED: That the Certificate of Incorporation of Connecticut
Natural Gas Corporation be, and it hereby is, amended by the addition
thereto of the provisions set forth in Exhibit A to the Proxy
Statement of the Corporation dated March 28, 1984."
A copy of Exhibit A to the Proxy Statement of the Corporation dated
March 28, 1984 is attached hereto as Exhibit A.
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Restating the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing are
true.
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
Exhibit 3(i)
Page 128 of 189
4. (Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
------------------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
We hereby declare, under penalties of false statement that the statements
made in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
|X| 4. The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of shareholders:
(a) (Use if no shares are required to be voted as a class.)
-------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
3,270,515 | 3,270,515 | 1,635,258 | 2,207,104
------------------------------------------------------------------------------------
(b) (If the shares are entitled to vote as a class, indicate the
designation and number of outstanding shares of each such class, the voting
power thereof, and the vote of each class for the amendment resolution.
The Corporation has at least one hundred (100) recordholders.
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT ----------------- |NAME OF SECRETARY OR ----------
Victor H. Frauenhofer | Robert A. Dixon, Secretary
/s/ Victor H. Frauenhofer | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
S> <C
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 30 $ 15.50 $45.50
APR 27 1984
Julia M. Tashjian
SECRETARY OF THE STATE
Exhibit 3(i)
Page 129 of 189
Exhibit A
FAIR PRICE AMENDMENT
VOTE REQUIRED FOR CERTAIN TRANSACTIONS ("FAIR PRICE AMENDMENT")
SECTION 1. In addition to the requirements of the provisions of the
certificate of incorporation of the Company and whether or not a vote of
the stockholders is otherwise required, the affirmative vote of the holders
of not less than seventy-five percent (75%) of the Voting Stock (as defined
below) shall be required for the approval of authorization of any Business
Transaction (as defined below) with a Related Person (as defined below) or
any business transaction in which a Related Person has an interest (except
proportionately as a stockholder); provided, however, that such
seventy-five percent (75%) voting requirement shall not be applicable if
(i) the Disinterested Directors (as defined below) who at the time
constitute at least one-third of the total number of directorships of the
Corporation, have expressly approved the Business Transaction by at least a
two-thirds vote of such Disinterested Directors or (ii) all of the
following conditions are satisfied:
(A) The Business Transaction is a merger or consolidation and
the cash or fair market value (as determined by two-thirds of the
Disinterested Directors) of the property, securities or other
consideration to be received per share by holders of Common Stock of
the Corporation (other than such Related Person) in the Business
Transaction is at least equal in value to such Related Person's
Highest Purchase Price (as defined below):
(B) After such Related Person has become the Beneficial Owner
(as defined below) of not less than ten percent (10%) of the Voting
Stock of the Corporation and prior to the consummation of such
Business Transaction, such Related Person shall not have become the
Beneficial Owner of any additional shares of Voting Stock or
securities convertible into Voting Stock, except (i) as part of the
transaction which resulted in such Related Person becoming the
Beneficial Owner of not less than ten percent (10%) of the Voting
Stock or (ii) as a result of a pro rata stock dividend or stock split
and,
(C) Prior to the consummation of such Business Transaction,
such Related Person shall not have, directly or indirectly, (i)
received the benefit (except proportionately as a stockholder) of any
loans, advances, guarantees, pledges or other financial assistance or
tax credits provided by the Corporation or any of its Subsidiaries
(as defined below), or (ii) caused any material change in the
Corporation's business or equity capital structure, including the
issuance of shares of capital stock of the Corporation to any third
party.
Section 2. For the purpose of Fair Price Amendment
(i) The term Business Transaction shall mean (a) any merger or
consolidation involving the Corporation or a Subsidiary (as defined
below) of the Corporation, (b) any sale, lease, exchange, transfer or
other disposition (in one transaction or a series of transactions)
including without limitation a mortgage of any
A-1
Exhibit 3(i)
Page 130 of 189
other security device, of all or any Substantial Part (as defined
below) of the assets either of the Corporation of of a Subsidiary of
the Corporation, (c) any sale, lease, exchange, transfer or other
disposition of all or any assets of any entity to the Corporation or
a Subsidiary of the Corporation if such assets have a fair market
value equal to or greater than twenty percent (20%) of the fair
market value of the total assets of the Corporation and its
Subsidiaries, (d) the issuance, sale, exchange, transfer or other
disposition by the Corporation or a Subsidiary of the Corporation of
any securities of the Corporation or any Subsidiary of the
Corporation, (e) any recapitalization or reclassification of the
Corporation's securities (including, without limitation, any reverse
stock split) or other transaction that would have the effect of
either increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the Corporation
or its Subsidiaries Beneficially Owned (as defined below) by a
Related Person or increasing the voting power of a Related Person
with respect to the Corporation of any of its Subsidiaries, (f) any
liquidation, spinoff, splitoff, splitup or dissolution of the
Corporation and (g) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of
Business Transaction.
(ii) The term "Related Person" shall mean and include (a) any
individual, corporation, partnership, group, association or other
person or entity which, together with its Affiliates (as defined
below) and Associations (as defined below), is the Beneficial Owner
of not less than ten percent (10%) of the Voting Stock of the
Corporation at the time the definitive agreement providing for the
Business Tranaction (including any amendment thereof) was entered
into, or at the time a resolution approving the Business Transaction
was adopted by the Board of Directors of the Corporation, or as of
the record date for the determination of stockholders entitled to
notice of and to vote on, or consent to, the Business Transaction,
and (b) any Affiliate or Associate of any such individual,
corporation, partnership, group, association or other person or
entity, provided, however, and notwithstanding anything in thre
foregoing to the contrary the term "Related Person" shall not include
ther Corporation, a corporation in which the Corporation owns,
directly or indirectly, a majority of each class of equity security,
any employee stock ownership or other employee benefit plan of the
Corporation or any Subsidiary of the Corporation, or any trustee of,
or fiduciary with respect to, any such plan when acting in such
capacity.
(iii) Shares shall be "Beneficially Owned" and a person shall
be a "Beneficial Owner" of any shares of Voting Stock (whether or not
owned of record).
(a) With respect to which such person or any Affiliate or
Associate of such person directly or indirectly has or shares voting
power, including the power to vote or to direct the voting power,
including the power to vote or to direct the voting of such shares of
stock and/or investment power, including the power to dispose of or
to direct the disposition of such shares of stock:
(b) Which such person or any Affiliate or Associate of such
person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights,
warrants or options, or otherwise, and/or the right to vote pursuant
to any agreement, arrangement of understanding (whether such right is
exercisable immediately or only after the passage of time); or
Exhibit 3(i)
Page 131 of 189
(c) Which are Beneficially Owned within the meaning of (a) or (b) above
by any other person with which such first mentioned person or any if its
Affiliates or Associates has any agreement arrangement or understanding,
written or oral, with respect to acquiring, holding, voting or disposing of
any shares of stock of the Corporation or any Subsidiary of the Corporation
or acquiring, holding or disposing of all or substantially all, or any
Substantial Part, of the assets or business of the Corporation or a
Subsidiary of the Corporation.
For the purpose only of determining whether a person is the
Beneficial Owner of a percentage specified in this Fair Price amendment of
the outstanding Voting Shares, such shares shall be deemed to include any
Voting Shares which may be issuable pursuantto any agreement, arrangement
or understanding or upon the exercise of conversion rights, exchange
rights, warrants, options or otherwise and which are deemed to be
benefically owned by such person pursuant to the foregoing provisions of
this Fair Price amendment.
(iv) The term "Highest Purchase Price" shall mean the highest amount
of consideration paid by such Related Person for a share of Common Stock of
the Corporation within two years prior to the date such Related Person
became a Related Person or in the transaction which resulted in such
Related Person becoming the Beneficial Owner of not less than ten percent
(10%) of the Voting Stock, provided, however that the Highest Purchase
Price shall be appropriately adjusted to reflect the occurence of any
reclassification, recapitalization, stock split, reverse stock split or
other readjustment in the number of outstanding shares of Common Stock of
the Corporation, or the declaration of a stock dividend thereon, between
the last date upon which such Related Person paid the Highest Purchase
Price to the effective date of the merger or consolidation.
(v) The term "Substantial Part" shall mean more than twenty percent
(20%) of the fair market value of the total assets of the entity in
question, as reflected on the most recent consolidated balance sheet of
such entity existing at the time the stockholders of the Corporation would
be required to approve or authorize the Business Transaction involving the
assets constituting any such Substantial Part.
(vi) In the event of a merger in which the Corporation is the
surviving Corporation, for the purpose of subparagraph (a) of Section 1 of
the Fair Price amendment, the phrase "property, securities or other
consideration to be received" shall include without limitation, Common
Stock of the Corporation retained by its existing stockholders.
(vii) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors, considered for the purpose of this Fair Price amendment as
one class; provided however, that if the Corporation has shares of Voting
Stock entitled to more or less than one vote for any such share, each
reference in this Fair Price amendment to a proportion of shares of voting
stock shall be deemed to refer to such proportion of the votes entitled to
be cast by such shares.
(viii) The term "Disinterested Director" shall mean any member of the
Board who is not affiliated with a Related Person and who was a director of
the Corporation prior to the time the Related Person became a Related
Person, any any successor to such Disinterested Director who is not
affiliated with a Related Person and was recommended before being elected
by a majority of the then Disinterested Director or was elected by a
majority of the Disinterested Directors. Officers of the Corporation who
are also members of its Board of Directors may qualify as Disinterested
Directors, even though they may have a personal stake in the outcome of a
proposed Business Transaction because of their employment by the
Corporation.
Exhibit 3(i)
Page 132 of 189
(ix) The term "Affiliate" used to indicate a relationship to a
specified person, shall mean a person that directly, or indirectly through
one or more intermediatess, controls, or is controlled by, or is under
common control with such specified person.
(x) The term "Associate", used to indicate a relationship with a
specified person, shall mean (i) any person of which such specified person
is an officer, director or partner or is, directly or indirectly, the
beneficial owner of 5% or more of any class of equity securities, (ii) any
person that is an officer, director or partner of the specified person or
that, directly or indirectly, beneficially ownes 5% or more of any class of
equity security of the specified person, (iii) any trust or estate in which
such specfied person nas a substantial beneficial intereset or as to which
such specfied person serves aas a trustee or in a similar fiduciary
capacity, (iv) any relative or spouse of a specfied person or any person
describved in clause (ii), or any relative of such spouse, except relatives
more remote than first cousin, or *v) any other member or partner in a
partnership, limited partnership, syndicate or other group of which the
specified person is a member or partner and which is acting together for
the purpose of acquiring, holding or disposing of any interest in the
Corporation, provided that nothing in this subsection (x) shall result in
the Corporation or a corporation in which the Corporatin owns, directly or
indirectly, a majority of each class of equity security being an Associate.
(xi) The terms "Subsidiary" or "Subsidiaries" shall mean a
corporation or corporations in which a majority of any class of equity
security is owned, directly or indirectly, by the Corporation.
SECTION 3. For the purpose of this Fair Price amendment, if the
Disinterested Directors constitute at least one-third of the entire Board
of Directors, then two-thirds of such Disinterested Directors shall have
the power to make a good faith determination, on the basis of information
known to them, of : (i) the number of shares of voting Stock of which any
person is the Beneficial Owner, (ii) whether a person is an Affiliate or
Associate of another, (iii) whether a person has an agreement, arrangement
or understanding with another as to the matters referred to in the
definition of Beneficial Owner herein, (iv) whether the assets subject to
any Business Transaction constitute a Substantial Part, (v) whether any
Business Transaction is one in which a Related Person has an interest
(except proportionately as a stockholder), (vi) whether a Related Person
has, directly or indirectly received the benefits or caused any of the
changes referred to in sub paragraph (c) of Section 1 of this Fair Price
amendment and (vii) such other matters with respect to which a
determination is required under this Fair Price amendment.
SECTION 4. Nothing contained in this Fair Price amendment shall be
construed to relieve any Related Person from any fiduciary obligation
imposed by law.
SECTION 5. Notwithstanding any other provisions of this Certificate of
Incorporation of the By-Laws of the Corporation (and notwithstanding that a
lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), the provisions of this
Fair Price amendment may not be repealed or amended in any respect, nor may
any provision be adopted inconsistent with this Fair Price amendment,
unless such action is approved by the affirmative vote of the holders of
not less than seventy-five (75%) of the Voting Stock.
Exhibit 3 (i)
Page 133 of 189
CLASSIFIED BOARD AMENDMENT
CLASSIFICATION OF BOARD OF DIRECTORS ("CLASSIFIED BOARD AMENDMENTS")
SECTION 1. The directors of the corporation shall be divided into
three classes: Class I, Class II and Class III. Such classes shall be as
nearly equal in number as possible. The term of office of the initial
Class I directors shall expire at the Annual Meeting of Shareholders in
1985; the term of the initial Class II directors shall expire at the Annual
Meeting of Shareholders in 1986; and the term of office of the initial
Class III directors shall expire at the Annual Meeting of Shareholders in
1987; or in each case thereafter when their respective successors are
elected and have qualified or upon their earlier death, resignation or
removal. At each annual election held after the initial election of
directors according to classes, the directors chosen to succeed and shall
be elected for a term expiring at the third succeeding Annual Meeting of
Sharedhoplders or in each case thereafter when their respective successors
are elected and have qualified or upon their earlier death, resignation or
removal. If the number of directorships is changed, any increase or
decrease in directors shall be apportioned among the classes so as to
maintain all classes as nearly equal in number as possible. No decrease in
the number of directorships shall shorten the term of any director. Any
director elected to fill a vacancy not resulting from an increase in the
number of directorhsips shall have the same remaining term as that of his
predecessor. No qualification for the office of director shall apply to
any director in office at the time such qualification was adopted or to any
successor director elected by the directors to fill the unexpired term of a
director.
SECTION 2. No director shall be removed except by the affirmative
vote of seventy-five percent (75%) or more of the oustanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors considered for the purpose of this Classified Board Amendment
as one class (the "Voting Stock").
SECTION 3. Notwithstanding any other provisions of this Certificate
of Incorporation or the By-Laws of the Corporation (and notwithstanding
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), neither the provisions of
this Classified Board amendment nor the provisions of the Certificate
fixing the range of directorships on the Board of Directors or empowering
the Board of Directors to fill vacancies in their own number may be
repealed or amended in any respect, nor may any provision be adopted
inconsistent with such provisions, unless such action is approved by the
affirmative vote of the holders of not less than seventy-five percent (75%)
of the Voting Stock.
Exhibit 3(i)
Page 134 of 189
State of Connecticut )
) SS: Hartford
Office of the Secretary of State)
I hereby certify that this is a true copy of record in this Office in
Testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 27th day of April, A.D. 1984
Julia H. Tashjian
Secretary of the State
Exhibit 3(i)
Page 135 of 189
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 26,400 - 26,400
PFD 8.25% $100 20,630 - 20,630
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
Dated at Hartford Connecticut this 7th day of February 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Robert A. Dixon Reginald L. Babcock
Vice President Assistant Secretary
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
FEB 14, 1985 Certified Copy Sent
Julia M. Tashjian P.O. Box 1500
SECRETARY OF THE STATE Htfd. CT 06144
Exhibit 3(i)
Page 136 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,881 - 5,881
PFD 5.75% $100 5,200 - 5,200
PFD 6.25% $100 2,250 - 2,250
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 87 - 87
PFD 5.75% $100 300 - 300
PFD 6.25% $100 2,000 - 2,000
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,794 - 5,794
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
Exhibit 3(i)
Page 137 of 189
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 0 - 0
PFD 8.25% $100 0 - 0
----------------------------------------------------------------------------
Dated at Hartford Connecticut this 9th day of July, 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Robert A. Dixon Reginald L. Babcock
Vice President Assistant Secretary
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
JUL 10, 1985 Certified Copy Sent
Julia M. Tashjian c/o Reginald Babcock
SECRETARY OF THE STATE P.O. Box 1500
Hartford, CT 06144
Exhibit 3(i)
Page 138 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 0 - 0
PFD 6.25% $100 0 - 0
----------------------------------------------------------------------------
Exhibit 3(i)
Page 139 of 189
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
PFD 8.00% $6.25 120,000 - 120,000
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
PFD 8.00% $6.25 6,048 - 6,048
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 0 - 0
PFD 8.25% $100 0 - 0
PFD 8.00% $6.25 113,952 - 113,952
----------------------------------------------------------------------------
Dated at Hartford Connecticut this 31st day of December, 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Secretary
Exhibit 3(i)
Page 140 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,794 - 5,794
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 183 - 183
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,611 - 5,611
PFD 5.75% $100 0 - 0
PFD 6.25% $100 0 - 0
----------------------------------------------------------------------------
Exhibit 3(i)
Page 141 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
2. The Charter of CONNECTICUT NATURAL GAS CORPORATION is amended
only by the following resolution:
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital
stock of the Corporation consists of the following:
(a) 10,822,328 shares of common stock having a par value of $3.125
per share.
(b) 227,904 shares of preferred stock having a par value of $3.125
per share, known and designated as the "$3.125 Par Preferred
Stock,"
(i) said preferred stock to be entitled to receive out
of the net profits of the Corporation cumulative dividends at
the rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%) to be paid thereon before any
dividends are payable upon the common stock of the Corporation,
(ii) said preferred stock in the event of liquidation of
the Corporation or distribution of its assets to be preferred
as to the entire assets to the amount of $6.25 per share, and
(iii) all shares of common stock and $3.125 Par
Preferred Stock shall have equal voting rights.
(c) 400,000 shares of preferred stock having a par value of $100
per share, known and designated as the Corporation's "$100 Par
Serial Preferred Stock,"
(i) said $100 Par Serial Preferred Stock to be on a
parity with respect to dividends and liquidation with the
$3.125 Par Preferred Stock,
Exhibit 3(i)
Page 142 of 189
(ii) the Board of Directors is authorized to issue, from
time to time, all such shares of $100 Par Serial Preferred
Stock and, to the extent permitted by law, to fix and determine
the terms, limitations and (except that no amount payable on
liquidation shall exceed the then applicable call price)
relative rights and preferences of such stock, including,
without limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to divide
such shares into series and, to the extent permitted by law, to
fix and determine the variations among series.
3. The foregoing charter amendment shall be completely effective
according to its terms as of 5:00 p.m. on May 19, 1986.
Upon the effectiveness fo the foregoing charter amendment, each share
of the outstanding common stock of the Corporation of the par value of
$6.25 per share shall be divided into two shares of common stock of the par
value of $3.125 per share, and each share of $6.25 Par Preferred Stock of
the Corporation shall be divided into two shares of $3.125 Par Preferred
Stock. All outstanding certificates representing shares of common stock
and $6.25 Par Preferred Stock immediately prior to the effectiveness of
such amendment, shall continue to represent the same number of shares
following the effectiveness of such amendment, but, in each case, such
shares shall be deemed to be of the par value of $3.125 per share. New
stock certificates representing additional shares of common stock of $3.125
Par Preferred Stock to which shareholders of the Corporation shall be
entitled by reason of the foregoing charter amendment and concurrent stock
splits shall be issued and delivered to such holders as soon as reasonably
possible.
4. The above resolution was adopted by the Board of Directors and by
shareholders.
5. On the date the above resolution was adopted by the Corporation's
shareholders, the Corporation had at least one hundred recordholders, as
defined in subsection (a) of Section 33-311a of the Connecticut General
Statutes.
-2-
Exhibit 3(i)
Page 143 of 189
6. Vote of shareholders:
Common Stock and $6.25 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the Corporation:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
3,502,943 3,502,943 1,751,472 2,473,998
Common Stock, $6.125 par value, as to matters upon which the holders
of Common Stock are entitled to vote as a separate class pursuant to
Section 33-361 of the Connecticut General Statutes:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
3,388,991 3,388,991 1,694,496 2,412,799
$6.25 Par Preferred Stock, as to matters upon which the holders of
$6.25 Par Preferred Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
113,952 113,952 56,977 61,199
Dated at Hartford, Connecticut this 14th day of May, 1986.
We hereby declare, under the penalty of false statement that the
statements made in the foregoing certificate are true.
______________________________
Victor H. Frauenhofer
President
______________________________
Reginald L. Babcock
Secretary
Filed State of Connecticut May 16, 1986, Secretary of State
-3-
Exhibit 3(i)
Page 144 of 189
VOL 101 858
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 227,904 -0- -0-
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 3,244 -0- -0-
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 224,660 -0- -0-
----------------------------------------------------------------------------
See Page 2 for continuation of listings.
Dated at Hartford Connecticut this 31st day of December, 1986.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Secretary
Filed State of Connecticut March 5, 1987, Secretary of State.
Exhibit 3(i)
Page 145 of 189
859
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 6% Ser A $100 375 -0- -0-
PFD 6% Ser B $100 5,611 -0- -0-
PFD undesignated $100 -0- -0- 394,014
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 6% Ser A $100 375 -0- -0-
PFD 6% Ser B $100 366 -0- -0-
PFD undesignated $100 -0- -0- 132,352
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser A $100 -0- -0- -0-
PFD 6% Ser B $100 5,245 -0- -0-
PFD undesignated $100 -0- -0- 261,662
----------------------------------------------------------------------------
NOTE: The 400,000 shares of $100 Par Series Preferred Stock referenced in
the amendment to the Company's Certificate of Incorporation filed with the
Office of the Secretary of the State on May 16, 1986 consisted of 375
shares of the 6.00% Series A Preferred Stock, 5,611 shares of 6.00% Series
B Preferred Stock and 394,014 shares of authorized but undesignated and
unissued shares.
Exhibit 3(i)
Page 146 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 8% $3.125 224,660 -0- -0-
PFD 6% Ser B $100 5,245 -0- -0-
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 8% $3.125 132 -0- -0-
PFD 6% Ser B $100 19 -0- -0-
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8% $3.125 224,528 -0- -0-
PFD 6% Ser B $100 5,226 -0- -0-
----------------------------------------------------------------------------
Dated at Hartford, Connecticut this 19th day of April, 1988. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
--------------------------------- --------------------------------------
Frank H. Livingston Reginald L. Babcock
Vice President Assistant Secretary
FILED Certified Copy to
STATE OF CONNECTICUT Murtha Cullina et al
May 12, 1988 CityPlace
Julia H. Tashjian Hartford, Ct. 06103
Exhibit 3(i)
Page 147 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
2. The following amendment resolutions were adopted by the Board of
Directors and the Shareholders of Connecticut Natural Gas Corporation in
the manner prescribed by subsection (b) of Section 33-360 of the
Connecticut General Statutes:
(a) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized common stock of the
Corporation shall consist of the following:
20,000,000 shares of common stock having a par value of $3.125
per share, known and designated as the "Common Stock".
(b) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized $3.125 Par Preferred
Stock of the Corporation shall consist of the following:
1,000,000 shares of preferred stock having a par value of
$3.125 per share, known and designated as the "$3.125 Par
Preferred Stock",
(i) said $3.125 Par Preferred Stock to be entitled to receive
out of the net profits of the Corporation cumulative dividends at the
rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%), to be paid thereon before any
dividends are payable upon the Common Stock of the Corporation,
(ii) said $3.125 Par Preferred Stock in the event of
liquidation of the Corporation or distribution of its assets to be
preferred as to the entire assets to the amount of $6.25 per share,
and
(iii) all shares of Common Stock and $3.125 Par Preferred
Stock shall have equal voting rights.
(c) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized $100 Par Serial
Preferred Stock shall consist of the following:
10,000,000 shares of preferred stock having a par value of $100
per share, known and designated as the "$100 Par Serial Preferred
Stock",
Exhibit 3(i)
Page 148 of 189
(i) said $100 Par Serial Preferred Stock to be on a parity
with respect to dividends and liquidation with the $3.125 Par
Preferred Stock,
(ii) the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred Stock and, to
the extent permitted by law, to fix and determine the terms,
limitations and (except that no amount payable on liquidation shall
exceed the then applicable call price) relative rights and
preferences of such stock, including, without limitation, the
conditions under which they shall be entitled to voting rights and
the extent thereof, to divide such shares into series and, to the
extent permitted by law, to fix and determine the variations among
series.
3. The foregoing charter amendments shall be completely effective
according to their terms upon the filing of this Certificate with the
office of the Secretary of State.
4. The above resolutions were adopted by the Board of Directors and
by shareholders.
5. On the date the above resolutions were adopted by the
Corporation's shareholders, the Corporation had at least one hundred
recordholders as defined in subsection (a) of Section 33-311a of the
Connecticut General Statutes.
6. Vote of shareholders:
(a) As to the amendment set forth in Paragraph 2(a), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single
class in accordance with the voting rights of such classes contained
in the charter of the Corporation:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 5,261,034
Common Stock, $3.125 par value, as to matters upon which the holdres
of Common Stock are entitled to vote as a separate class pursuant to
Section 33-361 of the Connecticut General Statutes:
-2-
Exhibit 3(i)
Page 149 of 189
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- --------------- ------------- -------------
7,562,168 7,562,168 3,781,085 5,109,007
(b) As to the amendment set forth in Paragraph 2(b), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the corporation:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 4,562,001
$3.125 Par Preferred Stock, as to matters upon which the holders of
$3.125 Par Preferred Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
224,528 224,528 112,265 152,027
(c) As to the amendment set forth in Paragraph 2(c), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the Corporation:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 4,471,732
$100 Par Serial Preferred Stock, as to matters upon which the holders
of $100 Par Serial Preferred Stock are entitled to vote as a separate
class pursuant to Section 33-361 of the Connecticut General Statutes:
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
5,145 5,145 2,573 2,793
-3-
Exhibit 3(i)
Page 150 of 189
Dated at Hartford, Connecticut this 26th day of April, 1988.
We hereby declare, under the penalties of false statement that the
statements made in the foregoing certificate are true.
s/Victor H. Frauenhofer
______________________________
Victor H. Frauenhofer
President
s/Reginald L. Babcock
______________________________
Reginald L. Babcock
Secretary
-4-
Exhibit 3(i)
Page 151 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
Pfd. 8.00% $3.125 224,528 -0- 775,472
Pfd. 6.00% $100 5,226 -0- 9,994,774
series B
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
Pfd. 8.00% $3.125 1,392 -0- 1,392
Pfd. 6.00% $100 131 -0- 131
series B
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 223,136 -0- 774,080
PFD 6.00% $100 5,095 -0- 9,994,643
series B
----------------------------------------------------------------------------
Note: Authorized at 4/26/88 Annual Meeting:
Pfd. 8.00% $3.125 1,000,000
Pfd. 6.00% $100 10,000,000
Dated at Hartford, Connecticut this 28th day of February, 1989. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
/s/ A.J. Kennedy /s/ R.L. Babcock
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Assistant Secretary
Filing Fee Certification Fee Total Fees
$9, 25 exp | $ 12, 25 exp |$71
FILED Certified Copy to
STATE OF CONNECTICUT Recd/cc
AUG 16, 3:00PM '89 Lynn C. Blackwell, Esq.
Julia H. Tashjian Hartford, Ct. 06103
SECRETARY OF THE STATE P.O. Box 1500, Htfd CT 06144-1500
Exhibit 3(i)
Page 152 of 189
STATE OF CONNECTICUT )
) SS: HARTFORD
OFFICE OF THE SECRETARY OF THE STATE )
I hereby certify that this is a true copy of record in this office.
In testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 17th day of August A.D. 1989
_________________________________________
Julia J. Tashjian
SECRETARY OF THE STATE
Exhibit 3(i)
Page 153 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 223,136 0 * 775,472
Pfd 6.00% $100 5,095 0 *9,994,774
series B
----------------------------------------------------------------------------
b. Shares being cancelled
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 58,827 0 0
Pfd 6.00% $100 0 0 0
series B
----------------------------------------------------------------------------
c. after cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 164,309 -0- 775,472
Pfd 6.00% $100 5,095 -0- 9,994,774
series B
----------------------------------------------------------------------------
*Authorized shares after cancellation on 2/28/89 Certificate were
erroneously reduced by the number of shares cancelled. This certificate
shows the correct number of Authorized shares for both classes.
Dated at Hartford, Connecticut this 19th day of March, 1990. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
----------------------------------------------------------------------------
Vice President Secretary
Alexander J. Kennedy Reginald L. Babcock
----------------------------------------------------------------------------
/s/ Alexander J. Kennedy /s/ R.L. Babcock
----------------------------------------------------------------------------
Filing Fee Certification Fee Total Fees
$9 | $ 12, |$71
FILED 50exp.
STATE OF CONNECTICUT Recd/cc
MAR 23, 3:00PM '90 Lynn C. Blackwell c/o CNG
Julia H. Tashjian P.O. Box 1500, Htfd, CT 06144-1500
SECRETARY OF THE STATE
Exhibit 3(i)
Page 154 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE )
I hereby certify that this is a true copy of record in this office.
In testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 26th day of March A.D. 1990
_________________________________________
Julia J. Tashjian
SECRETARY OF THE STATE
Exhibit 3(i)
Page 155 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 4/89
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
|X| A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
| | B. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(d).
(set forth here the resolution of amendment and/or restatement. Use
a 8 1/2 X 11 attached sheet if more space if needed)
A copy of the resolution of amendment is attached hereto as Exhibit
A.
See Attached Resolution.
| | D. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
(set forth here the resolution of amendment and/or restatement. Use
a 8 1/2 X 11 attached sheet if more space if needed).
(If 2A is checked, go to 5 to complete this certificate. If 2B or 2C is
checked, complete 3A or 3B. If 2D is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 to complete this certificate).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
Exhibit 3(i)
Page 156 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
|X| A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) |X| No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 4,254,228 Vote Favoring Adoption
5,997,420
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed).
(iii) |X| Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
| | B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2).
The number of affirmative votes required to adopt such resolution is:
________
The number of directors' votes in favor of the resolution was:
_______________
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of Pres. | |Name of Sec. |
Victor H. Frauenhofer |/s/Victor H. Frauenhofer |Reginald L. Babcock|/s/R. L. Babcock
---------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers (if any) for shares of
the corporation.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
---------------------------------------------------------------------------------------
Signed |Signed |Signed
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Signed |Signed |Signed
---------------------------------------------------------------------------------------
Dated at Hartford, Connecticut this 26th day of April, 1990
Approved by all subscribers, if none, so state: _____
(Use an 8 1/2 X 11 attached sheet if more space is needed)
Rec, CC, GS: (Type or Print
D.S. Shimkus
Murtha, Cullina, Richter & Pinney
CityPlace P.O. Box 3197
Hartford, CT 06103
----------------------------
Please provide filer's name and complete
address for mailing receipt
Exhibit 3(i)
Page 157 of 189
EXHIBIT A
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
amended by the addition thereto of the following Director Liability
Limitation Amendment, subject to the approval of the Company's shareholders
entitled to vote thereon:
"DIRECTOR LIABILITY LIMITATION AMENDMENT
The personal liability of a director to the Company or its
shareholders for monetary damages for breach of duty as a director
shall be limited to an amount equal to the amount of compensation
received by the director for serving the Company during the calendar
year in which the violation occurred (and if the director received no
such compensation from the Company during the calendar year of the
violation, such director shall have no liability to the Company or
its shareholders for breach of duty) if such breach did not:
(A) involve a knowing and culpable violation of law by the
director;
(B) enable the director or an Associate, as defined in
subdivision (3) of Section 33-374d of the Connecticut Stock
Corporation Act as in effect at the time of the violation, to receive
an improper personal economic gain;
(C) show a lack of good faith and a conscious disregard for
the duty of the director to the Company under circumstances in which
the director was aware that his conduct or omission created an
unjustifiable risk of serious injury to the Company;
(D) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to
the Company; or
(E) create liability under Section 33-321 of the Connecticut
Stock Corporation Act as in effect at the time of the violation.
Exhibit 3(i)
Page 158 of 189
Any repeal or modification of this Director Liability
Limitation Amendment shall not adversely affect any right or
protection of a director of the Company existing at the time of such
repeal or modification.
The effective date of the provisions of this Director Liability
Limitation Amendment shall be the date of filing with the Secretary
of State of the State of Connecticut of the Certificate of Amendment
which contains this Director Liability Limitation Amendment.
Nothing contained in this Director Liability Limitation
Amendment shall be construed to deny to the directors of the Company
any of the benefits provided by subsection (e) of Section 33-313 of
the Connecticut Stock Corporation Act, as in effect at the time of
the violation."
RESOLVED: That the preceding Director Liability Limitation Amendment
be submitted for approval, as required by statute, to the shareholders of
the Company entitled to vote thereon at the 1990 Annual Meeting of
Shareholders.
RESOLVED: That the proper officers of the Company be, and each of
them hereby is, authorized, empowered and directed to cause an appropriate
discussion concerning said Director Liability Limitation Amendment to be
prepared and included as part of the proxy material for said Annual
Meeting.
RESOLVED: That the proper officers of the Company be, and each of
them hereby is, authorized and empowered to prepare, execute, and file all
such documents as they shall deem necessary or appropriate in order to
effectuate the foregoing amendment of the Charter of the Company, in
accordance with the provisions or intent of the foregoing resolutions.
-2-
Exhibit 3(i)
Page 159 of 189
(FORM)
CONFIRMATION OF FILING
AND RECEIPT OF FEES
STATE OF CONNECTICUT
OFFICE OF THE SECRETARY OF THE STATE
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
Name of Corporation
CONNECTICUT NATURAL GAS CORPORATION
---------------------------------------------------------------------------
Document Filed Filing Date Total Fees Paid
AMENDING CERTIFICATE OF INCORPORATION 20/JUN/1990 $70.00
---------------------------------------------------------------------------
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date is the date endorsed
on the document pursuant to Section 33-285 or 33-422 of the Connecticut
General Statutes.
Any questions regarding the filing should be addressed to:
CORPORATIONS DIVISION, SECRETARY OF STATE'S OFFICE, 30 TRINITY STREET,
HARTFORD, CONNECTICUT 06106
(Mail Label)
MURTHA, CULLINA, RICHTER & PINNEY
DANA SHIMKUS
185 ASYLUM STREET
HARTFORD, CT 06103
Exhibit 3(i)
Page 160 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 052903A003 10/02/91R#37010
Stock Corporation 052903A003 10/02/91R#37100
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
(see attached)
Cerfification: Resolution of Amendment Attachment I
Statement of Authorized Shares Attachment II
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is
checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 & 6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 & 6 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
Exhibit 3(i)
Page 161 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
| | A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___9____
The number of directors's votes in favor of the resolution was:
_______13______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of Pres. | | Name of Assn't Sec.|
Victor H. Frauenhofer |/s/ Victor H. Frauenhofer| Lynn C. Blackwell |/s/Lynn C.Blackwell
-------------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers for shares of the
corporation. If there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 1st day of October, 1991
FILED Lynn Blackwell
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
OCT 2 1991 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
By __10___Time 12P.M. Please provide filer's name and complete
address for mailing receipt
Exhibit 3(i)
Page 162 of 189
Attachment I to Certificate
Amending Certificate of
Incorporation to Cancel Shares
pursuant to P.A. 90-107
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on September 24, 1991, that said resolution appears in the minutes
of said meeting, and that the same has not been rescinded or modified and
is now in full force and effect.
RESOLVED: That the cancellation from time to time of those shares of the
Corporation's $3.125 Par Preferred Stock and shares of $100 Par
Serial Preferred Stock which were redeemed, repurchased or
otherwise reacquired by the Corporation on or before December
31, 1989 be and it hereby is approved, ratified and confirmed;
and that the filing from time to time by officers of the
Company of certificates for the cancellation of said shares
with the Office of the Secretary of State be and hereby is
approved, ratified and confirmed; and that the proper officers
of the Corporation be, and they hereby are, authorized and
directed to prepare and file with the Office of the Secretary
of the State an amendment to the certificate of incorporation
to reduce the authorized shares of the Corporation in
connection with such cancellations.
RESOLVED: That those shares of the Corporation;s $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the
Corporation after December 31, 1989 through December 31, 1990
be and they hereby are cancelled; and that the certificate of
incorporation of the Corporation be amended to reflect that the
total number of shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock, after
giving effect to all cancellations of such shares, is as
follows:
$3.125 Par Preferred Stock - 937,443 shares
$100 Par Serial Preferred Stock - 9,999,867 shares
Exhibit 3(i)
Page 163 of 189
CERTIFICATION
September 26, 1991
Page Two
and that the officers of the Corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of
the Corporation reflecting that such redeemed, repurchased or
otherwise reacquired shares have been cancelled and indicating
the total number of shares which remain authorized to be issued
following such cancellation, as set forth above.
DATED this 26th day of September 1991,
__________________________________
Lynn C. Blackwell
Assistant Secretary
(SEAL)
Exhibit 3(i)
Page 164 of 189
ATTACHMENT 2 TO CERTIFICATE
AMENDING CERTIFICATE OF
INCORPORATION
TO CANCEL SHARES PURSUANT
TO P.A. 90-107
CONNECTICUT NATURAL GAS CORPORATION
STATEMENT OF AUTHORIZED SHARES
I. NUMBER OF SHARES AUTHORIZED AFTER ALL CANCELLATION CERTIFICATES FILED
Class Series Par Authorized
________________________________________________________________
Preferred 8.00% $3.125 939,781
Preferred 6.00% $100 9,999,869
*Number of Shares Authorized After Giving
Effect to All Cancellations Made Effective by
the Filing of One or More Certificates of
Cancellation Prior to the Effective Date of
P.A. 90-107:
II. AUTHORIZED SHARES CANCELLED
From December 31, 1989 through December 31, 1990
Class Series Par Cancelled Authorized
________________________________________________________________
Preferred 8.00% $3.125 2,338 937,443
Preferred 6.00% $100 2 9,999,867
Exhibit 3(i)
Page 165 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record in this Office
In Testimony whereof, I have hereunto set my hand and affixed the seal of
said State, at Hartford this 3rd day of October, A.D. 1991
Pauline R. Kezer
______________________
Secretary of the State
Exhibit 3(i)
Page 166 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 052903A003 10/02/91R#37010
Stock Corporation 052903A003 10/02/91R#37100
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use
an 8 1/2 X 11 attached sheet if more space if needed. Conn. Gen.
Stat. section 1-9.
(SEE ATTACHED RESOLUTION)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 & 6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 & 6 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
Exhibit 3(i)
Page 167 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
| | A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___9____
The number of directors's votes in favor of the resolution was:
_______13______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec.|
Reginald L. Babcock |/s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C.Blackwell
-------------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers for shares of the
corporation. If there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 26th day of November, 1991
FILED Lynn C. Blackwell
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
NOV 27 1991 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
Please provide filer's name and complete
address for mailing receipt
Exhibit 3(i)
Page 168 of 189
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on November 26, 1991, that said resolution appears in the minutes
of said meeting, and that the same has not been rescinded or modified and
is now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the
Corporation after December 31, 1990 through September 30, 1991
be and they hereby are cancelled; and that the certificate of
incorporation of the Corporation be amended to reflect that the
total number of shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock, after
giving effect to all cancellations of such shares, is as
follows:
Class Series Par Cancelled Authorized
-------- -------- ------- --------- ------------
Preferred 8.00 % $3.125 900 936,543
Preferred 6.00 % $100 65 9,999,802
and that the officers of the Corporation be and they hereby are authorized
to file with the Office of the Secretary of State a certificate of
amendment to the certificate of incorporation of the Corporation reflecting
that such redeemed, repurchased or otherwise reacquired shares have been
cancelled and indicating the total number of shares which remain authorized
to be issued following such cancellation, as set forth above.
DATED this 26th day of November 1991,
__________________________________
Lynn C. Blackwell
Assistant Secretary
(SEAL)
Exhibit 3(i)
Page 169 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record in this Office
In Testimony whereof, I have hereunto set my hand and affixed the seal of
said State, at Hartford this 29th day of November, A.D. 1991
Pauline R. Kezer
______________________
Secretary of the State
Exhibit 3(i)
Page 170 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 206461A004 10/30/92R#37010 75.00
Stock Corporation 206461A004 10/30/92R#37100 50.00
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached Resolution.
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
Exhibit 3(i)
Page 171 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______10______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 29th day of October, 1992
FILED Lynn C. Blackwell, Esq.
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
OCT 30 1992 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
By __10___Time _3_P.M. Please provide filer's name and complete
address for mailing receipt
Exhibit 3(i)
Page 172 of 189
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE |
TOTAL FEES PAID
---------------------------------------------------------------------------
AMEND CERTIFICATE OF INCORPORATION | 30/OCT/1992 |
$125.00
---------------------------------------------------------------------------
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
Exhibit 3(i)
Page 173 of 189
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 27, 1992, that said resolution appears in the minutes of
said meeting, and that the same has not been rescinded or modified and is
now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the Corporation
after September 30, 1991 through September 30, 1992 be and they
hereby are cancelled; and that the certificate of incorporation
of the Corporation be amended to reflect that the total number
of shares of the Corporation's $3.125 Par Preferred Stock and
$100 Par Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 2,804 933,739
Preferred 6.00% $100 158 9,999,644
(SEAL OF THE STATE OF CONNECTICUT)
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of
the Corporation reflecting that such redeemed, repurchased or
otherwise reacquired shares have been cancelled and indicating
the total number of shares which remain authorized to be issued
following such cancellation, as set forth above.
DATED this 29th day of October, 1992,
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
Exhibit 3(i)
Page 174 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 2nd day of Nov A.D. 1992
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
Exhibit 3(i)
Page 175 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 160330A002 10/27/93R#37010 75.00
Stock Corporation 160330A002 10/27/93R#37100 50.00
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached Resolution.
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
Exhibit 3(i)
Page 176 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______12______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 27th day of October, 1993
FILED Lynn C. Blackwell, Esq.
STATE OF CONNECTICUT FF 50 Connecticut Natural Gas Corporation
OCT 27 1993 1cc 25 P.O. Box 1500
Pauline R. Kezer Exp 50 Hartford, CT 06144-1500
SECRETARY OF THE STATE ------ ----------------------------
By _M.S.__Time _3_P.M. $125.00 Please provide filer's name and complete
address for mailing receipt
Exhibit 3(i)
Page 177 of 189
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 26, 1993, that said resolution appears in the minutes of
said meeting, and that the same has not been rescinded or modified and is
now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock which
have been redeemed, repurchased or otherwise reacquired
by the Corporation after September 30, 1992 through
September 30, 1993 be and they hereby are cancelled; and
that the certificate of incorporation of the Corporation
be amended to reflect that the total number of shares of
the Corporation's $3.125 Par Preferred Stock and $100 Par
Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 6,052 927,687
Preferred 6.00% $100 -0- 9,999,644
(SEAL OF THE STATE OF CONNECTICUT)
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of the
Corporation reflecting that such redeemed, repurchased or otherwise
reacquired shares have been cancelled and indicating the total number
of shares which remain authorized to be issued following such
cancellation, as set forth above.
DATED this 27th day of October, 1993,
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
(SEAL)
Exhibit 3(i)
Page 178 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 28th day of October A.D. 1993
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
Exhibit 3(i)
Page 179 of 189
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE | TOTAL FEES PAID
---------------------------------------------------------------------------
SHARES AMENDMENTS | 27/OCT/1993 | $125.00
---------------------------------------------------------------------------
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
Exhibit 3(i)
Page 180 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
CONNECTICUT NATURAL GAS CORPORATION
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
Exhibit 3(i)
Page 181 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______11______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 4th day of November, 1994
FILED LYNN C. BLACKWELL
STATE OF CONNECTICUT 25 cc CONNECTICUT NATURAL GAS CORPORATION
NOV 14 1994 50 FF P.O. BOX 1500
Pauline R. Kezer 50 EXP HARTFORD, CT 06144-1500
SECRETARY OF THE STATE ------ ----------------------------
By SML__Time _9_A.M. $125.00 Please provide filer's name and complete
address for mailing receipt
Exhibit 3(i)
Page 182 of 189
CERTIFICATION
I, Reginald L. Babcock, Secretary of Connecticut Natural Gas Corporation,
hereby certify that the Resolution set forth below is a full, true and
correct copy of a Resolution duly adopted by the Board of Directors of
Connecticut Natural Gas Corporation at a duty constituted meeting on
October 25, 1994, that said Resolution appears in the minutes of said
meeting, and that the same has not rescinded or modified and is now in full
force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock which
have been redeemed, repurchased or otherwise reacquired
by the Corporation after September 30, 1993 through
September 30, 1994 be and they hereby are cancelled; and
that the certificate of incorporation of the Corporation
be amended to reflect that the total number of shares of
the Corporation's $3.125 Par Preferred Stock and $100 Par
Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 10,735 916,952
Preferred 6.00% $100 9 9,999,635
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of the
Corporation reflecting that such redeemed, repurchased or otherwise
reacquired shares have been cancelled and indicating the total number
of shares which remain authorized to be issued following such
cancellation, as set forth above.
DATED this 25th day of October, 1994,
(SEAL OF STATE OF CONNECTICUT)
/s/Reginald L. Babcock
---------------------------------
Reginald L. Babcock
Secretary
(SEAL)
(CNG SEAL)
Exhibit 3(i)
Page 183 of 189
(Back side of Certification)
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 14th day of November A.D. 1994
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
Exhibit 3(i)
Page 184 of 189
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE | TOTAL FEES PAID
---------------------------------------------------------------------------
SHARES AMENDMENTS | 14/NOV/1994 | $125.00
---------------------------------------------------------------------------
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
Exhibit 3(i)
Page 185 of 189
FILING #0001569474 PG 01 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01916
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
SEE ATTACHED RESOLUTION
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
Exhibit 3(i)
Page 186 of 189
FILING #0001569474 PG 02 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01917
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is: _8_
The number of directors' votes in favor of the resolution was: _10_
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
/TABLE
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at _____________________ this _______ day of __________, 19___
Connecticut Natural Gas Corporation
c/o Claudia J. Triggs
P.O. Box 1500
Hartford, CT 06144-1500
----------------------------
Please provide filer's name and complete
address for mailing receipt
Exhibit 3(i)
Page 187 of 189
FILING #0001569474 PG 03 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01918
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 24, 1995, that said Resolution appears in the minutes of
said meeting, and that the same has not rescinded or modified and is now in
full force and effect.
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been redeemed,
repurchased or otherwise reacquired by the Corporation after September 30,
1994 through September 30, 1995 be and they hereby are cancelled; and that
the certificate of incorporation of the Corporation be amended to reflect
that the total number of shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 1,748 915,204
Preferred 6.00% $100 1 9,999,634
and that the officers of the corporation be and they hereby are authorized
to file with the Office of the Secretary of State a certificate of
amendment to the certificate of incorporation of the Corporation reflecting
that such redeemed, repurchased or otherwise reacquired shares have been
cancelled and indicating the total number of shares which remain authorized
to be issued following such cancellation, as set forth above.
DATED this 31st day of October, 1995,
(SEAL OF STATE OF CONNECTICUT)
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
(SEAL)
(CNG SEAL)
Exhibit 3(i)
Page 188 of 189
(Back side of Certification)
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 7th day of November A.D. 1995
SML
Miles S. Rapoport
---------------------------------
SECRETARY OF THE STATE
Exhibit 3(i)
Page 189 of 189
SECRETARY OF THE STATE
30 TRINITY STREET
P.O. BOX 150470
HARTFORD, CT 06115-0470
NOVEMBER 7,1995
CLAUDIA J. TRIGGS
P.O. BOX 1500
HARTFORD, CT 06144-1500
RE: Acceptance of Business Filing
This letter is to confirm the acceptance of a filing for the following
business:
CONNECTICUT NATURAL GAS CORPORATION
Work Order Number: 1995127472-001
Business Filing Number: 0001569474
Type of Request: CERTIFICATE OF AMENDMENT
Date Accepted: NOV 06 1995
Time Accepted: 12:31 PM
Work Order Payment Received: .00
Payment Received: 75.00
Account Balance: .00
Customer Id: 087079
Business Id: 0115039
If applicable for this type of request, a summary of the business
information we have on record is enclosed.
If you would like copies of this filing you must complete a Request for
Corporate Copies and submit it with the appropriate fee.
Commercial Recording Division
SUSAN LOGATTO