Exhibit 3-A-2
Articles of Incorporation
of
GPU, Inc.
Pursuant to Article VIII of the Business Corporation Law,
Act 1933, May 5 P. L. 364, As Amended
(As Amended August 1, 1996)
Articles of Incorporation
1. The name of the Corporation is GPU, Inc.
2. The location and post office address of the
Corporation's initial registered office in this Commonwealth
is 2800 Pottsville Pike, Muhlenberg Township, Berks County,
Pennsylvania 19605.
3. The purposes of the Corporation are:
(a) To purchase, hold, acquire and dispose of the
stock, bonds and other evidences of indebtedness of any
corporation or association, domestic or foreign, and to pay for
the same in cash or in stock, bonds, notes or other obligations
of the Corporation, or otherwise, and while the owner of such
stock, bonds, or other evidences of indebtedness, to possess and
exercise in respect thereof all the rights, powers and privileges
of individual owners or holders thereof and to exercise any and
all voting power thereon.
(b) To aid in any manner permitted by law any
corporation or association in whose shares of stock, certificates
of interest, bonds, debentures, notes or other obligations or
securities the Corporation may be interested, and to do any other
act or thing permitted by law for the preservation, protection,
improvement or enhancement of the value of such shares of stock
or other certificates of interest, bonds, debentures, notes, or
other obligations or securities, or the property represented
thereby or securing the same or owned, held or possessed by such
other corporation or association.
(c) To borrow or raise moneys for any of the purposes
of the Corporation and from time to time, without limit as to
amount, to draw, make, accept, endorse, execute and issue bonds,
debentures, notes, drafts, bills of exchange, warrants and other
negotiable or non-negotiable instruments and evidences of
indebtedness; and to secure the payment thereof and of the
interest thereon by mortgage upon or pledge of, or by conveyance,
or assignment in trust of, the whole of any part of the property
and franchises of the Corporation, real, personal and mixed,
tangible or intangible, and wheresoever situate, whether at the
time owned or thereafter acquired; and to issue, sell, negotiate,
pledge or otherwise dispose of such bonds or other obligations of
the Corporation for its corporate purposes. Nothing herein,
however, shall be deemed to empower the Corporation to transact
business which under the laws of the Commonwealth of Pennsylvania
may not be transacted by a corporation organized under the
Business Corporation Law of Pennsylvania.
(d) To make any guarantee respecting dividends,
stocks, bonds, contracts, or other obligations so far as the same
may be permitted by corporations organized under the Business
Corporation Law of Pennsylvania.
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(e) To acquire all or any part of the goodwill,
rights, property, and business of any person, firm, association,
or corporation heretofore, now or hereafter engaged in any
business similar to or the same as any business which the
Corporation has or may have the power to conduct; to pay for the
same in cash or in stock, bonds, notes or other obligations of
the Corporation, or otherwise; to hold, utilize and in any manner
dispose of the whole or any part of the goodwill, right, property
and business so acquired; to assume in connection therewith the
whole or any part of the liabilities and obligations of any such
person, firm, association or corporation; and to conduct in any
lawful manner the whole or any part of the business acquired.
(f) To loan money secured by mortgages on personal
property or real estate, to buy, sell and deal in bonds, notes
and loans secured by mortgages, or other liens on personal
property or real estate, to purchase, hold, improve, sell or
exchange real estate, and to purchase, sell and deal in notes,
bonds, stocks, securities and investments of any kind, with full
power to borrow such moneys as may be required for the purpose of
its business.
(g) To buy, hold, cancel, sell, reissue, transfer and
otherwise acquire and dispose of, shares of its stock and its
bonds, debentures, notes and other obligations and securities,
from time to time, to such extent, in such manner and upon such
terms, as its Board of Directors may determine, subject to such
restrictions as may be imposed by the laws of the Commonwealth of
Pennsylvania.
(h) To enter into, make and perform any lawful
contracts of every kind and description with any person, firm,
association, corporation, municipality, body politic, county,
State or government, necessary or proper for, or incidental to,
the business which the Corporation is authorized to transact, or
the carrying out of its purpose or objects, or the exercise of
its corporate powers, or which may be made, entered into and
performed by a corporation organized under the Business
Corporation Law of Pennsylvania.
(i) To have one or more offices within the
Commonwealth of Pennsylvania and one or more offices outside of
the Commonwealth of Pennsylvania and to conduct its business in
all its branches in the Commonwealth of Pennsylvania and in other
States and in territories and dependencies of the United States
and foreign countries.
(j) To purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability.
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(k) To have unlimited power to engage in and to do any
lawful act concerning any and all lawful business for which
corporations may be incorporated under the Business Corporation
Law of Pennsylvania under the provisions of which the Corporation
is incorporated.
The foregoing classes shall be construed as both
purposes and powers and it is hereby expressly provided that the
foregoing enumeration of specific power shall in no way limit or
restrict in any manner the powers of the Corporation as the same
may now or hereafter be conferred by law.
4. The duration of the Corporation is perpetual.
5. The amount of the capital stock of the Corporation
is to be $875,000,000 consisting of 350,000,000 shares
of common stock of the par value of $2.50 each.
6. The private property of the stockholders shall not
be subject to the payment of corporate debts.
7. The name and address of the incorporator and the
number of the class of shares subscribed by him are:
W.G. Kuhns 100 shares of common stock
100 Essex Dr. ($2.50 par value)
Tenafly, New Jersey
8. Except as otherwise provided by law, the Board of
Directors of the Corporation shall have the power and authority
to make, amend and repeal the By-Laws of the Corporation, subject
to the power of the shareholders to change such action.
9. No holder of common stock of the Corporation
shall have, as such holder, any preemptive right to purchase any
common stock or other shares or securities of the Corporation.
10. (a) At each annual meeting of stockholders,
directors of the Corporation shall be elected to hold office
until the expiration of the term for which they are elected, and
until their successors have been elected and qualified; except
that if any such election shall not be so held, such election
shall take place at a stockholders' meeting called and held in
accordance with the Pennsylvania Business Corporation Law. The
directors of the Corporation shall be divided into three classes
as nearly equal in size as is practicable, hereby designated
Class I, Class II, and Class III. The term of office of the
initial Class I directors shall expire at the next succeeding
annual meeting of stockholders, the term of office of the initial
Class II directors shall expire at the second succeeding annual
meeting of stockholders and the term of office of the initial
Class III directors shall expire at the next succeeding annual
meeting of the stockholders. For the purposes hereof, the
initial Class I, Class II and Class III directors shall be those
directors elected at the May 2, 1988 annual meeting and
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designated as members of such Class. At each annual meeting after
the May 2, 1988 annual meeting, directors to replace those of a
Class whose terms expire at such annual meeting shall be elected
to hold office until the third succeeding annual meeting and
until their respective successors shall have been elected and
shall qualify. If the number of directors is hereafter changed,
any newly created directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes
as nearly equal in number as is practicable. When the number of
directors is increased by the Board and any newly created
directorships are filled by the Board, there shall be no
classification of the additional directors until the next annual
meeting of stockholders.
(b) The number of directors constituting the
entire Board of Directors shall be not less than five nor more
than sixteen as may be fixed from time to time by resolution
adopted by a majority of the entire Board of Directors; provided,
however, that no decrease in the number of directors constituting
the entire Board of Directors shall shorten the term of any
incumbent director. In the event the number of directors elected
at an annual meeting of stockholders is less than sixteen, a
majority of the entire Board of Directors may at any time
increase the number of directors to not more than sixteen and, by
vote of a majority of the Board of Directors, elect a new
director or directors to fill any such newly created
directorship. Any such new director shall hold office until the
next annual meeting of stockholders and until his successor shall
have been duly elected and qualified. Each director shall be at
least 21 years of age and shall be a stockholder of the
Corporation.
(c) Vacancies occurring on the Board of Directors
for any reason may be filled by vote of a majority of the
remaining members of the Board of Directors, although less than a
quorum, at any meeting of the Board of Directors. A person so
elected by the Board of Directors to fill a vacancy shall be
elected to hold office until the next succeeding annual meeting
of stockholders of the Corporation and until his or her successor
shall have been duly elected and qualified.
(d) Notwithstanding anything contained in these
Articles of Incorporation or specified by law to the contrary,
the vote of the holders of not less than two-thirds of the then
outstanding shares of common stock of the Corporation entitled to
vote thereon shall be required to alter, amend, or repeal this
Article 10 or to adopt any provision inconsistent herewith.
11. At all elections of directors each holder of
record of shares of common stock then entitled to vote, shall be
entitled to cast as many votes as shall equal the number of votes
which (except for this provision) he would be entitled to cast
for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected, and he may
cast all such votes for a single director or may distribute them
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among the number to be voted for, or any two or more of them, as
he may see fit. Except as otherwise provided by law or by these
Articles, each holder of record of shares of common stock
entitled to vote at any meeting of stockholders shall be entitled
to one vote for every share of common stock standing in his name
on the books of the Corporation. All elections shall be
determined by a plurality vote, and, except as otherwise provided
by law or by these Articles, all other matters shall be
determined by a vote of the holders of a majority of these shares
of common stock present or represented at a meeting and voting on
such questions. Except as otherwise provided by law the holders
of a majority of the shares of common stock issued and
outstanding and entitled to vote, present in person or by proxy,
shall be requisite for and shall constitute a quorum at any
meeting of the stockholders.
12. Unless the By-Laws of the Corporation shall at the
time otherwise expressly provide, the Board of Directors
shall have power:
(a) To designate five or more of their number to
constitute an Executive Committee which Committee, to such extent
as may be provided by the By-Laws of the Corporation, shall have,
and may exercise, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
Corporation.
(b) To issue, without the vote or consent of the
stockholders, common stock, now or hereafter authorized, for cash
or in payment for property or services, or for other assets or
securities, including cash, necessary or desirable to be
purchased or acquired from time to time for the lawful purposes
of the Corporation, or to the extent permitted by law, as a
dividend upon the common stock of the Corporation.
13. The Corporation shall not issue nonvoting stock.
14. The Corporation shall, not less than once
annually, make periodic reports to holders of its stock and
securities which shall include profit and loss statement and
balance sheets prepared in accordance with sound business and
accounting practice, and audited by independent public
accountants.
15. Unless otherwise provided by law, any contract,
transaction or act of the Corporation or of the Board of
Directors, which shall be ratified by a majority of a quorum of
the stockholders entitled to vote at any annual meeting or at any
special meeting called for that purpose, shall be as valid and
binding as though ratified by every stockholder of the
Corporation; provided, however, that any failure of the
stockholders to approve or ratify such contract, transaction or
act, when and if submitted, shall not be deemed in any way to
invalidate the same or to deprive the Corporation, its directors
or officers of their right to proceed with such contract,
transaction or action.
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16. The Corporation reserves the right to amend,
alter, change, or repeal any provision contained in these
Articles in the manner now or hereafter prescribed by statute,
and all rights hereby conferred upon the stockholders are granted
subject to this reservation.
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