Exhibit 3(a)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA, INC.
ARTICLE 1
The name of this corporation is and shall be: ENTERGY
LOUISIANA, INC.
ARTICLE 2
The objects and purposes of this corporation (sometimes
hereinafter referred to as the "Corporation") and for which the
Corporation is organized are stated and declared to be to engage
in any lawful activity for which corporations may be formed under
Chapter 1 of Title 12 of the Louisiana Revised Statutes of 1950,
as amended, including specifically, but not by way of limitation,
the purchasing or otherwise acquiring, holding, mortgaging or
otherwise encumbering, and selling or otherwise alienating of
real estate and all forms of immovable property, as well as all
forms of personal and mixed property; and further, and without in
any way limiting the foregoing, the Corporation shall have all
powers which corporations may have, and may carry on all
businesses of any and every nature and kind which corporations
may carry on, under said Chapter 1 of Title 12 of the Louisiana
Revised Statutes of 1950, as amended, including, but not by way
of limitation, the following business or businesses:
To acquire, buy, hold, own, sell, lease, exchange, dispose
of, pledge, mortgage, encumber, hypothecate, finance, deal in,
construct, build, install, equip, improve, use, operate, maintain
and work upon:
(a) Any and all kinds of plants and systems for the
manufacture, production, generation, storage, utilization,
purchase, sale, supply, transmission, distribution or
disposition of electricity, gas or water, or power produced
thereby:
(b) Any and all kinds of plants and systems for the
manufacture of ice:
(c) Any and all kinds of works, power plants,
structures, substations, systems, tracks, machinery,
generators, motors, lamps, poles, pipes, wires, cables,
conduits, apparatus, devices, equipment, supplies, articles
and merchandise of every kind in anywise connected with or
pertaining to the manufacture, production, generation,
purchase, use, sale, supply, transmission, distribution,
regulation, control or application of electricity, gas,
water and power;
To acquire, buy, hold, own, sell, lease, exchange, dispose
of, transmit, distribute, deal in, use, manufacture, produce,
furnish and supply electricity, power, energy, gas, light, heat
and water in any form and for any purposes whatsoever;
To purchase, acquire, develop, hold, own and dispose of
lands, interests in and rights with respect to lands and waters
and fixed and movable property necessary or suitable for the
carrying out of any of the foregoing powers;
To borrow money and contract debts when necessary for the
transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or for
any other lawful purpose of its incorporation; to issue bonds,
promissory notes, bills of exchange, debentures and other
obligations and evidences of indebtedness payable a a specified
time or times or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge, or otherwise, or
unsecured, for money borrowed or in payment for property
purchased or acquired or any other lawful objects;
To guarantee purchase, hold sell assign, transfer, mortgage,
pledge or otherwise dispose of the shares of the capital stock
of, or any bonds, securities or evidences of indebtedness created
by, any other corporation or corporations organized under the
laws of the State of Louisiana or of any other state or
government and formed for the purpose of carrying out any of the
foregoing powers and, while the owner of such stock, to exercise
all the rights, powers and privileges of ownership, including the
right to vote thereon, and to do any acts designed to protect,
preserve, improve or enhance the value of any property at any
time held or controlled by the Corporation, or in which it may be
at any time interested; and to organize or promote or facilitate
the organization of subsidiary companies for the purpose of
carrying out any of the foregoing powers;
To purchase, hold, sell and transfer shares of its own
capital stock, provided that the Corporation shall not purchase
its own shares of capital stock except from the surplus of its
assets over its liabilities including capital; and provided,
further, that the shares of its own capital stock owned by the
Corporation shall not be voted upon directly or indirectly nor
counted as outstanding for the purposes of any stockholders'
quorum or vote;
To conduct business at one or more offices and hold,
purchase, mortgage and convey real and personal property in the
State of Louisiana and in any of the several states, territories,
possessions and dependencies of the United States, the District
of Columbia and foreign countries;
In any manner to acquire, enjoy, utilize and to dispose of
patents, copyrights and trademarks and any licenses or other
rights or interests therein and thereunder necessary for and in
its opinion useful or desirable for or in connection with the
foregoing powers;
To purchase acquire, hold, own and dispose of franchises,
concessions, consents, privileges and licenses necessary for and
in its opinion useful or desirable for or in connection with the
foregoing powers; and
To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Amended and
Restated Articles of Incorporation or any amendment thereof or
necessary or incidental to the protection and benefit of the
Corporation.
ARTICLE 3
I
The aggregate number of shares of stock which the
Corporation shall have authority to issue and have outstanding at
any time is as follows:
(a) 250,000,000 shares of Common Stock, without nominal or
par value (hereinafter called the "Common Stock").
(b) 4,500,000 shares of preferred stock having a par value
of $100 per share, which shall all be of one class (hereinafter
called the "$100 Preferred Stock"), and 22,000,000 shares of
preferred stock having a par value of $25 per share, which shall
all be of one class (hereinafter called the "$25 Preferred
Stock"), which said two classes of preferred stock are
hereinafter together referred to as the "Preferred Stock", and,
for certain purposes and to such extent as are hereinafter set
forth, are treated or referred to together as a single class of
stock; and further with respect to the Preferred Stock:
(i) Said 4,500,000 shares of $100 Preferred Stock shall
be issuable in one or more series from time to time;
2,305,000 of said shares of $100 Preferred Stock shall be
divided into fourteen series, one of which shall consist of
60,000 shares of 4.96% Preferred Stock, Cumulative, $100 par
value (hereinafter sometimes called "First Series Preferred
Stock"), one of which shall consist of 70,000 shares of
4.16% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Second Series Preferred
Stock"), one of which shall consist of 70,000 shares of
4.44% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Third Series Preferred
Stock"), one of which shall consist of 75,000 shares of
5.16% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fourth Series Preferred
Stock"), one of which shall consist of 80,000 shares of
5.40% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fifth Series Preferred
Stock"), one of which shall consist of 80,000 shares of
6.44% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Sixth Series Preferred
Stock"), one of which shall consist of 100,000 shares of
7.84% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Eighth Series Preferred
Stock"), one of which shall consist of 100,000 shares of
7.36% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Ninth Series Preferred
Stock"), one of which shall consist of 350,000 shares of 8%
Preferred Stock, Cumulative, $100 par value (hereinafter
sometimes called "Thirteenth Series Preferred Stock"), and
one of which shall consist of 500,000 shares of 7% Preferred
Stock, Cumulative, $100 par value (hereinafter sometimes
called "Fourteenth Series Preferred Stock"); and the
remaining 2,195,000 of said shares of $100 Preferred Stock
may be divided into and issued in additional series from
time to time, each such additional series to be provided for
and to be distinctively designated, and the issuance of the
shares of each such additional series to be authorized, in
and by a resolution or resolutions to be adopted by the
Board of Directors of the Corporation in accordance with the
provisions hereof.
(ii) Said 22,000,000 shares of $25 Preferred Stock
shall be issuable in one or more series from time to time;
one series of $25 Preferred Stock shall consist of 1,480,000
shares of 8% Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series H Preferred Stock");
and the remaining 20,520,000 of said shares of $25 Preferred
Stock may be divided into and issued in additional series
from time to time, each such additional series to be
provided for and to be distinctively designated, and the
issuance of the shares of each such additional series to be
authorized, in and by a resolution or resolutions to be
adopted by the Board of Directors of the Corporation in
accordance with the provisions hereof.
II
The shares of each class of Preferred Stock shall have the
same rank and shall have the same relative rights except as to
matters relating to the par values and voting rights thereof
(including matters relating to quorums and adjournments) and
those characteristics with respect to which there may be
variations among the respective series of Preferred Stock.
The shares of each series of Preferred Stock shall have the
same rank and shall have the same relative rights except with
respect to such characteristics as are peculiar to or pertain
only to the particular class of such series and with respect to
the following characteristics:
(a) The number of shares to constitute each such series
and the distinctive designation thereof;
(b) The annual rate or rates of dividends payable on
shares of such series and the date from which such dividends
shall commence to accumulate;
(c) The amount or amounts payable upon redemption
thereof; and
(d) The terms and amount of the sinking fund
requirements (if any) for the purchase or redemption of
shares of each series of Preferred Stock other than the
First through Sixth and the Eighth and Ninth Series
Preferred Stock;
which different characteristics of clauses (a), (b), and (c)
above are herein set forth with respect to the First through
Sixth and the Eighth and Ninth Series Preferred Stock and of
clauses (a), (b), (c), and (d) above are herein set forth with
respect to the Fourteenth Series Preferred Stock and the Series H
Preferred Stock, and, with respect to each additional series of
Preferred Stock, the designation of the class thereof and the
different characteristics of clauses (a), (b), (c), and (d) above
shall be set forth in the resolution or resolutions of the Board
of Directors of the Corporation providing for such series.
III
Further provisions with respect to the Preferred Stock and
the Common Stock are and shall be as set forth hereinafter in
this Part III of Article 3 and hereinafter in these Amended and
Restated Articles of Incorporation.
(A) The Preferred Stock shall be entitled, but only when and
as declared by the Board of Directors, out of funds legally
available for the payment of dividends, in preference to the
Common Stock, to dividends at the rate of 4.96% per annum on the
First Series Preferred Stock, at the rate of 4.16% per annum on
the Second Series Preferred Stock, at the rate of 4.44% per annum
on the Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate of 5.40%
per annum on the Fifth Series Preferred Stock, at the rate of
6.44% per annum on the Sixth Series Preferred Stock, at the rate
of 7.84% per annum on the Eighth Series Preferred Stock, at the
rate of 7.36% per annum on the Ninth Series Preferred Stock, at
the rate of 8% per annum on the Thirteenth Series Preferred
Stock, at the rate of 7% per annum on the Fourteenth Series
Preferred Stock, at the rate of 8% per annum on the Series H
Preferred Stock, of the par value thereof, and no more, and at
such rate per annum on each additional series as shall be fixed
in and by the resolution or resolutions of the Board of Directors
of the Corporation providing for the issuance of the shares of
such series, payable quarterly on February 1, May 1, August 1 and
November 1 of each year to stockholders of record as of a date,
not exceeding forty (40) days and not less than ten (10) days
preceding such dividend payment dates, to be fixed by the Board
of Directors, such dividends to be cumulative from the last date
to which dividends upon the First through Sixth and the Eighth
and Ninth Series Preferred Stock of Louisiana Power & Light
Company, a Florida corporation, are paid, with respect to the
First through Sixth and the Eighth and Ninth Series Preferred
Stock, from October 31, 1991 with respect to the Thirteenth
Series Preferred Stock, from February 4, 1992 with respect to the
Fourteenth Series Preferred Stock, from October 29, 1992 with
respect to the Series H Preferred Stock, and from such date with
respect to each additional series, if made cumulative in and by
the resolution or resolutions of the Board of Directors of the
Corporation providing for such series, as shall be fixed in and
by such resolution or resolutions, provided that, if such
resolution or resolutions so provide, the first dividend payment
date for any such additional series may be the dividend payment
date next succeeding the dividend payment date immediately
following the issuance of the shares of such series.
(B) If and when dividends payable on any of the Preferred
Stock of the Corporation at any time outstanding shall be in
default in an amount equal to four full quarterly payments or
more per share, and thereafter until all dividends on any such
Preferred Stock in default shall have been paid, the holders of
the Preferred Stock, voting separately as a class, shall be
entitled to elect the smallest number of directors necessary to
constitute a majority of the full Board of Directors, and the
holders of the Common Stock, voting separately as a class, shall
be entitled to elect the remaining directors of the Corporation,
anything herein to the contrary notwithstanding. The terms of
office, as directors, of all persons who may be directors of the
Corporation at the time shall terminate upon the election of a
majority of the Board of Directors by the holders of the
Preferred Stock, except that if the holders of the Common Stock
shall not have elected the remaining directors of the
Corporation, then, and only in that event, the directors of the
Corporation in office just prior to the election of a majority of
the Board of Directors by the holders of the Preferred Stock
shall elect the remaining directors of the Corporation.
Thereafter, while such default continues and the majority of the
Board of Directors is being elected by the holders of the
Preferred Stock, the remaining directors, whether elected by
directors, as aforesaid, or whether originally or later elected
by holders of the Common Stock, shall continue in office until
their successors are elected by holders of the Common Stock and
shall qualify.
If and when all dividends then in default on the Preferred
Stock then outstanding shall be paid (such dividends to be
declared and paid out of any funds legally available therefor as
soon as reasonably practicable), the holders of the Preferred
Stock shall be divested of any special right with respect to the
election of directors, and the voting power of the holders of the
Preferred Stock and the holders of the Common Stock shall revert
to the status existing before the first dividend payment date on
which dividends on the Preferred Stock were not paid in full, but
always subject to the same provisions for vesting such special
rights in the holders of the Preferred Stock in case of further
like defaults in the payment of dividends thereon as described in
the immediately foregoing paragraph. Upon termination of any
such special voting right upon payment of all accumulated and
unpaid dividends on the Preferred Stock, the terms of office of
all persons who may have been elected directors of the
Corporation by vote of the holders of the Preferred Stock as a
class, pursuant to such special voting right, shall forthwith
terminate, and the resulting vacancies shall be filled by the
vote of a majority of the remaining directors.
In case of any vacancy in the office of a director occurring
among the directors elected by the holders of the Preferred
Stock, voting separately as a class, the remaining directors
elected by the holders of the Preferred Stock; by affirmative
vote of a majority thereof, or the remaining director so elected
if there be but one, may elect a successor or successors to hold
office for the unexpired term or terms of the director or
directors whose place or places shall be vacant. Likewise, in
case of any vacancy in the office of a director occurring among
the directors not elected by the holders of the Preferred Stock,
the remaining directors not elected by the holders of the
Preferred Stock, by affirmative vote of a majority thereof, or
the remaining director so elected if there be but one, may elect
a successor or successors to hold office for the unexpired term
or terms of the director or directors whose place or places shall
be vacant.
Whenever the right shall have accrued to the holders of the
Preferred Stock to elect directors, voting separately as a class
it shall be the duty of the President, a Vice President or the
Secretary of the Corporation forthwith to call and cause notice
to be given to the shareholders entitled to vote of a meeting to
be held at such time as the Corporation's officers may fix, not
less than forty-five (45) nor more than sixty (60) days after the
accrual of such right, for the purpose of electing directors.
The notice so given shall be mailed to each holder of record of
the Preferred Stock at his last known address appearing on the
books of the Corporation and shall set forth, among other things,
(i) that by reason of the fact that dividends payable on the
Preferred Stock are in default in an amount equal to four full
quarterly payments or more per share, the holders of the
Preferred Stock, voting separately as a class, have the right to
elect the smallest number of directors necessary to constitute a
majority of the full Board of Directors of the Corporation, (ii)
that any holder of the Preferred Stock has the right, at any
reasonable time, to inspect, and make copies of, the list or
lists of holders of the Preferred Stock maintained at the
principal office of the Corporation or at the office of any
Transfer Agent of the Preferred Stock, and (iii) either the
entirety of this paragraph or the substance thereof with respect
to the number of shares of the Preferred Stock required to be
represented at any meeting, or adjournment thereof, called for
the election of directors of the Corporation. At the first
meeting of stockholders held for the purpose of electing
directors during such time as the holders of the Preferred Stock
shall have the special right, voting separately as a class, to
elect directors, the presence in person or by proxy of the
holders of a majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the election of
directors, and the presence in person or by proxy of the holders
of a majority of the outstanding Preferred Stock shall be
required to constitute a quorum of such class for the election of
directors; provided, however, that in the absence of a quorum of
the holders of the Preferred Stock, no election of directors
shall be held, but a majority of the holders of the Preferred
Stock who are present in person or by proxy shall have power to
adjourn the election of the directors to a date not less than
fifteen (15) nor more than fifty (50) days from the giving of the
notice of such adjourned meeting hereinafter provided for; and
provided, further, that at such adjourned meeting, the presence
in person or by proxy of the holders of 35% of the outstanding
Preferred stock shall be required to constitute a quorum of such
class for the election of directors. In the event such first
meeting of stockholders shall be so adjourned, it shall be the
duty of the President, a Vice President or the Secretary of the
Corporation, within ten (10) days from the date on which such
first meeting shall have been adjourned, to cause notice of such
adjourned meeting to be given to the shareholders entitled to
vote thereat, such adjourned meeting to be held not less than
fifteen (15) days nor more than fifty (50) days from the giving
of such second notice, such second notice shall be given in the
form and manner hereinabove provided for with respect to the
notice required to be given of such first meeting of
stockholders, and shall further set forth that a quorum was not
present at such first meeting and that the holders of 35% of the
outstanding Preferred Stock shall be required to constitute a
quorum of such class for the election of directors at such
adjourned meeting. If the requisite quorum of holders of the
Preferred Stock shall not be present at said adjourned meeting,
then the directors of the Corporation then in office shall remain
in office until the next Annual Meeting of the Corporation, or
special meeting in lieu thereof and until their successors shall
have been elected and shall qualify. Neither such first meeting
nor such adjourned meeting shall be held on a date within sixty
(60) days of the date of the next Annual Meeting of the
Corporation or special meeting in lieu thereof. At each Annual
Meeting of the Corporation, or special meeting in lieu thereof,
held during such time as the holders of the Preferred Stock,
voting separately as a class, shall have the right to elect a
majority of the Board of Directors, the foregoing provisions of
this paragraph shall govern each Annual Meeting, or special
meeting in lieu thereof, as if said Annual Meeting or special
meeting were the first meeting of stockholders held for the
purpose of electing directors after the right of the holders of
the Preferred Stock, voting separately as a class, to elect a
majority of the Board of Directors, should have accrued with the
exception, that if, at any adjourned annual meeting, or special
meeting in lieu thereof, 35% of the outstanding Preferred Stock
is not present in person or by proxy, all the directors shall be
elected by a vote of the holders of a majority of the Common
Stock of the Corporation present or represented at the meeting.
(C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at least
two-thirds of the total number of shares of the Preferred Stock
then outstanding:
(1) create, authorize or issue any new stock which,
after issuance would rank prior to the Preferred Stock as to
dividends, in liquidation, dissolution, winding up or
distribution, or create, authorize or issue any security
convertible into shares of any such stock except for the
purpose of providing funds for the redemption of all of the
Preferred Stock then outstanding, such new stock or security
not to be issued until such redemption shall have been
authorized and notice of such redemption given and the
aggregate redemption price deposited as provided in
paragraph (G) below; provided, however, that any such new
stock or security shall be issued within twelve months (and
so long as any of the First Series Preferred Stock remains
outstanding, within 180 days), after the vote of the
Preferred Stock herein provided for authorizing the issuance
of such new stock or security; or
(2) amend, alter, change or repeal any of the express
terms of any of the Preferred Stock then outstanding in a
manner prejudicial to the holders thereof; the increase or
decrease in the authorized amount of the Preferred Stock or
the creation, or increase or decrease in the authorized
amount, of any new class of stock ranking on a parity with
the Preferred Stock shall not, for the purposes of this
paragraph, be deemed to be prejudicial to the holders of the
Preferred Stock.
(D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote, at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding:
(1) merge or consolidate with or into any other
corporation or corporations or sell or otherwise dispose of
all or substantially all of the assets of the Corporation,
unless such merger or consolidation or sale or other
disposition, or the exchange, issuance or assumption of all
securities to be issued or assumed in connection with any
such merger or consolidation or sale or other disposition,
shall have been ordered, approved or permitted by regulatory
authority of the United States of America under the
provisions of the Public Utility Holding Company Act of
1935; provided that the provisions of this sub-paragraph (1)
shall not apply to a purchase or other acquisition by the
Corporation of franchises or assets of another corporation
in any manner which does not involve a corporate merger or
consolidation; or
(2) issue or assume any unsecured notes, debentures or
other securities representing unsecured indebtedness for
purposes other than (i) the refunding of outstanding
unsecured indebtedness theretofore issued or assumed by the
Corporation, (ii) the reacquisition, redemption or other
retirement of any indebtedness which reacquisition,
redemption or other retirement has been authorized by the
Securities and Exchange Commission under the provisions of
the Public Utility Holding Company Act of 1935, or (iii) the
reacquisition, redemption or other retirement of all
outstanding shares of the Preferred Stock, or preferred
stock ranking prior to, or pari passu with, the Preferred
Stock, if immediately after such issue or assumption, the
total principal amount of all unsecured notes, debentures or
other securities representing unsecured indebtedness issued
or assumed by the Corporation, including unsecured
indebtedness then to be issued or assumed (but excluding the
principal amount then outstanding of any unsecured notes,
debentures or other securities representing unsecured
indebtedness having a maturity in excess of ten (10) years
and in amount not exceeding 10% of the aggregate of (a) and
(b) of this sub-paragraph (2) below) would exceed ten per
centum (10%) of the aggregate of (a) the total principal
amount of all bonds or other securities representing secured
indebtedness issued or assumed by the Corporation and then
to be outstanding, and (b) the capital and surplus of the
Corporation as then to be stated on the books of account of
the Corporation. When unsecured notes, debentures or other
securities representing unsecured debt of a maturity in
excess of ten (10) years shall become of a maturity of ten
(10) years or less, it shall then be regarded as unsecured
debt of a maturity of less than ten (10) years and shall be
computed with such debt for the purpose of determining the
percentage ratio to the sum of (a) and (b) above of
unsecured debt of a maturity of less than ten (10) years,
and when provision shall have been made, whether through a
sinking fund or otherwise, for the retirement, prior to
their maturity, of unsecured notes, debentures or other
securities representing unsecured debt of a maturity in
excess of ten (10) years, the amount of such security so
required to be retired in less than ten (10) years shall be
regarded as unsecured debt of a maturity of less than ten
(10) years (and not as unsecured debt of a maturity in
excess of ten (10) years) and shall be computed with such
debt for the purpose of determining the percentage ratio to
the sum of (a) and (b) above of unsecured debt of a maturity
of less than ten (10) years, provided, however, that the
payment due upon the maturity of unsecured debt having an
original single maturity in excess of ten (10) years or the
payment due upon the latest maturity of any serial debt
which had original maturities in excess of ten (10) years
shall not, for the purposes of this provision, be regarded
as unsecured debt of a maturity of less than ten (10) years
until such payment or payments shall be required to be made
within five (5) years (provided the words "five (5) years"
shall read "three (3) years" when none of the First Series
Preferred Stock remains outstanding); furthermore, when
unsecured notes, debentures or other securities representing
unsecured debt of a maturity of less than ten (10) years
shall exceed 10% of the sum of (a) and (b) above, no
additional unsecured notes, debentures or other securities
reprsenting unsecured debt shall be issued or assumed
(except for the purposes set forth in (i), (ii) and (iii)
above) until such ratio is reduced to 10% of the sum of (a)
and (b) above; or
(3) issue, sell, or otherwise dispose of any shares of
the Preferred Stock in addition to the 635,000 shares of the
First through Sixth and the Eight and Ninth Series Preferred
Stock originally authorized, or of any other class of stock
ranking on a parity with the Preferred Stock as to dividends
or in liquidation, dissolution, winding up or distribution,
(a) so long as any of the First Series Preferred Stock
remains outstanding, unless the net income of the
Corporation and Louisiana Power & Light Company, a Florida
corporation, determined, after provision for depreciation
and all taxes and in accordance with generally accepted
accounting practices, to be available for the payment of
dividends for a period of twelve (12) consecutive calendar
months within the fifteen (15) calendar months immediately
preceding the issuance, sale or disposition of such stock,
is at least equal to twice the annual dividend requirements
on all outstanding shares of the Preferred Stock and of all
other classes of stock ranking prior to, or on a parity
with, the Preferred Stock as to dividends or distributions,
including the shares proposed to be issued, and (b) so long
as any Preferred Stock remains outstanding, unless the gross
income of the Corporation and Louisiana Power & Light
Company, a Florida corporation, for such period, determined
in accordance with generally accepted accounting practices
(but in any event after deducting all taxes and the greater
of (a) the amount for said period charged by the Corporation
and Louisiana Power & Light Company, a Florida corporation,
on their books to depreciation expense or (b) the largest
amount required to be provided therefor by any mortgage
indenture of the Corporation) to be available for the
payment of interest, shall have been at least one and one-
half times the sum of (i) the annual interest charges on all
interest indebtedness of the Corporation and (ii) the annual
dividend requirements on all outstanding shares of the
Preferred Stock and of all other classes of stock ranking
prior to, or on a parity with, the Preferred Stock as to
dividends or distributions, including the shares proposed to
be issued; provided, that there shall be excluded from the
foregoing computation interest charges on all indebtedness
and dividends on all shares of stock which are to be retired
in connection with the issue of such additional shares; and
provided, further, that in any case where such additional
shares of the Preferred Stock, or other class of stock
ranking on a parity with the Preferred Stock as to dividends
or distributions, are to be issued in connection with the
acquisition of new property, the net income and gross income
of the property to be so acquired, computed on the same
basis as the net income and gross income of the Corporation,
may be included on a pro forma basis in making the foregoing
computation; or
(4) issue, sell, or otherwise dispose of any shares of
the Preferred Stock, in addition to the 635,000 shares of
the First through Sixth and the Eighth and Ninth Series
Preferred Stock originally authorized, or of any other class
of stock ranking on a parity with the Preferred Stock as to
dividends or distributions, unless the aggregate of the
capital of the Corporation applicable to the Common Stock
and the surplus of the Corporation shall be not less than
the aggregate amount payable on the involuntary liquidation,
dissolution or winding up of the Corporation, in respect of
all shares of the Preferred Stock and all shares of stock,
if any, ranking prior thereto, or on a parity therewith, as
to dividends or distributions, which will be outstanding
after the issue of the shares proposed to be issued;
provided, that if, for the purposes of meeting the
requirements of this sub-paragraph (4), it becomes necessary
to take into consideration any earned surplus of the
Corporation, the Corporation shall not thereafter pay any
dividends on shares of the Common Stock which would result
in reducing the Corporation's Common Stock Equity (as in
paragraph (H) hereinafter defined) to an amount less than
the aggregate amount payable, on involuntary liquidation,
dissolution or winding up of the Corporation, on all shares
of the Preferred Stock and of any stock ranking prior to, or
on a parity with, the Preferred Stock, as to dividends or
other distributions, at the time outstanding.
(E) Each holder of Common Stock of the Corporation shall be
entitled to one vote, in person or by proxy, for each share of
such stock standing in his name on the books of the Corporation.
Except as hereinbefore expressly provided in this Article 3 and
as may otherwise be required by law, the holders of the Preferred
Stock shall have no power to vote and shall be entitled to no
notice of any meeting of the stockholders of the Corporation. As
to matter upon which holders of the Preferred Stock are entitled
to vote as hereinbefore expressly provided, each holder of $100
Preferred Stock shall be entitled to one vote, in person or by
proxy, for each share of such stock standing in his name on the
books of the Corporation, and each holder of $25 Preferred Stock
shall be entitled to one-quarter (1/4) vote, in person or by
proxy, for each share of such stock standing in his name on the
books of the Corporation. As to any matters requiring or
permitting or otherwise calling for or involving the presence of,
or the consent or vote of, or any other action by, a particular
number or percentage or fraction or portion of the total number
of shares of Preferred Stock outstanding, or of the outstanding
Preferred Stock, or of the total number of shares of Preferred
Stock present in person or by proxy, or of the Preferred Stock
present in person or by proxy, for purposes of making such
calculation and determination, each share of $100 Preferred Stock
shall be considered and counted as one share and each share of
$25 Preferred Stock shall be considered and counted as one-
quarter (1/4) of a share.
(F) In the event of any voluntary liquidation, dissolution
or winding up of the Corporation, the Preferred Stock shall have
a preference over the Common Stock until an amount equal to the
then current redemption price shall have been paid. In the event
of any involuntary liquidation, dissolution or winding up of the
Corporation, which shall include any such liquidation,
dissolution or winding up which may arise out of or result from
the condemnation or purchase of all or a major portion of the
properties of the Corporation, by (i) the United States
Government or any authority, agency, or instrumentality thereof,
(ii) a state of the United States or any political subdivision,
authority, agency or instrumentality thereof, or (iii) a
district, cooperative or other association or entity not
organized for profit, the Preferred Stock shall also have a
preference over the Common Stock until the full par value thereof
and an amount equal to all accumulated and unpaid dividends
thereon shall have been paid by dividends or distribution.
(G) Upon the affirmative vote of a majority of the shares of
the issued and outstanding Common Stock at any annual meeting, or
any special meeting called for that purpose, the Corporation may
at any time redeem all of any series of the Preferred Stock or
may from time to time redeem any part thereof, by paying in cash,
as to the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred Stock, a
redemption price of $104.21 per share, as to the Third Series
Preferred Stock, a redemption price of $104.06 per share, as to
the Fourth Series Preferred Stock, a redemption price of $104.18
per share, as to the Fifth Series Preferred Stock, a redemption
price of $103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the Eighth
Series Preferred Stock, a redemption price of $107.70 per share
if redeemed on or prior to April 1, 1981, $105.74 per share if
redeemed subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to April 1,
1986, as to the Ninth Series Preferred Stock, a redemption price
of $107.04 per share if redeemed on or prior to January 1, 1982,
$105.20 per share if redeemed subsequent to January 1, 1982 but
on or prior to January 1, 1987, and $103.36 per share if redeemed
subsequent to January 1, 1987, as to the Thirteenth Series
Preferred Stock, a redemption price of $100.00 per share (except
that no share of the Thirteenth Series Preferred Stock shall be
redeemed on or before November 1, 1999), as to the Fourteenth
Series Preferred Stock, a redemption price of $100.00 per share
(except that no share of the Fourteenth Series Preferred Stock
shall be redeemed on or before February 1, 1998), and as to the
Series H Preferred Stock, a redemption price of $25.00 per share
(except that no share of the Series H Preferred Stock shall be
redeemed on or before October 1, 1997), and as to each additional
series such redemption price or prices, with such restrictions or
limitations, if any, on redemption or refunding, as shall be
fixed in and by the resolution or resolutions of the Board of
Directors of the Corporation providing for such series; plus, in
each case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the date fixed for
redemption; provided that without the vote of the issued and
outstanding Common Stock, the Thirteenth Series Preferred Stock
shall be subject to redemption as and for a sinking fund as
follows: on November 1, 2001 (such date being hereinafter
referred to as the "Thirteenth Series Sinking Fund Redemption
Date"), the Corporation shall redeem, out of funds legally
available therefor, all of the shares of the Thirteenth Series
Preferred Stock then outstanding at the sinking fund redemption
price of $100 per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the obligation of the
Corporation to redeem all of the shares of the Thirteenth Series
Preferred Stock on the Thirteenth Series Sinking Fund Redemption
Date or, as hereinafter provided for, on any annual anniversary
thereof on which shares of the Thirteenth Series Preferred Stock
are outstanding (each such annual anniversary being hereinafter
referred to as the "Thirteenth Series Sinking Fund Redemption
Date Annual Anniversary") being hereinafter referred to as the
"Thirteenth Series Sinking Fund Obligation"); the Thirteenth
Series Sinking Fund Obligation shall be cumulative and if on the
Thirteenth Series Sinking Fund Redemption Date, or on any
Thirteenth Series Sinking Fund Redemption Date Annual
Anniversary, the Corporation shall not have funds legally
available therefor sufficient to redeem all of the shares of the
Thirteenth Series Preferred Stock then outstanding, the
Thirteenth Series Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each successive
Thirteenth Series Sinking Fund Redemption Date Annual Anniversary
until all of the outstanding shares of the Thirteenth Series
Preferred Stock shall have been redeemed; if on the Thirteenth
Series Sinking Fund Redemption Date or on any Thirteenth Series
Sinking Fund Redemption Date Annual Anniversary, the funds of the
Corporation legally available for the satisfaction of the
Thirteenth Series Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect to any
other class or series of its stock ranking on a parity as to
dividends or assets with the Thirteenth Series Preferred Stock
(such Obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligation") are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction of its Thirteenth Series Sinking Fund
Obligation on that date that proportion of such legally available
funds which is equal to the ratio of such Thirteenth Series
Sinking Fund Obligation to such Total Sinking Fund Obligation;
and provided that without the vote of the issued and outstanding
Common Stock, the Fourteenth Series Preferred Stock shall be
subject to redemption as and for a sinking fund as follows: on
February 1, 1999 (such date being hereinafter referred to as the
"Fourteenth Series Sinking Fund Redemption Date"), the
Corporation shall redeem, out of funds legally available
therefor, all of the shares of the Fourteenth Series Preferred
Stock then outstanding at the sinking fund redemption price of
$100 per share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends thereon, if
any, to the date of redemption (the obligation of the Corporation
to redeem all of the shares of the Fourteenth Series Preferred
Stock on the Fourteenth Series Sinking Fund Redemption Date or,
as hereinafter provided for, on any annual anniversary thereof on
which shares of the Fourteenth Series Preferred Stock are
outstanding (each such annual anniversary being hereinafter
referred to as the "Fourteenth Series Sinking Fund Redemption
Date Annual Anniversary") being hereinafter referred to as the
"Fourteenth Series Sinking Fund Obligation"); the Fourteenth
Series Sinking Fund Obligation shall be cumulative and if on the
Fourteenth Series Sinking Fund Redemption Date, or on any
Fourteenth Series Sinking Fund Redemption Date Annual
Anniversary, the Corporation shall not have funds legally
available therefor sufficient to redeem all of the shares of the
Fourteenth Series Preferred Stock then outstanding, the
Fourteenth Series Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each successive
Fourteenth Series Sinking Fund Redemption Date Annual Anniversary
until all of the outstanding shares of the Fourteenth Series
Preferred Stock shall have been redeemed; if on the Fourteenth
Series Sinking Fund Redemption Date or on any Fourteenth Series
Sinking Fund Redemption Date Annual Anniversary, the funds of the
Corporation legally available for the satisfaction of the
Fourteenth Series Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect to any
other class or series of its stock ranking on a parity as to
dividends or assets with the Fourteenth Series Preferred Stock
(such Obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligation") are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction of its Fourteenth Series Sinking Fund
Obligation on that date that proportion of such legally available
funds which is equal to the ratio of such Fourteenth Series
Sinking Fund Obligation to such Total Sinking Fund Obligation;
and provided that without the vote of the issued and outstanding
Common Stock.
(H) For the purposes of this paragraph (H) and subparagraph
(4) of paragraph (D) the term "Common Stock Equity" shall mean
the aggregate of the par value of, or stated capital represented
by, the outstanding shares (other than shares owned by the
Corporation) of stock ranking junior to the Preferred Stock as to
dividends and assets, of the premium on such junior stock and of
the surplus (including earned surplus, capital surplus and
surplus invested in plant) of the Corporation less (unless the
amounts or items are being amortized or are being provided for by
reserves), (1) any amounts recorded on the books of the
Corporation for utility plant and other plant in excess of the
original cost thereof, (2) unamortized debt discount and expense,
capital stock discount and expense and any other intangible items
set forth on the asset side of the balance sheet as a result of
accounting convention, (3) the excess, if any, of the aggregate
amount payable on involuntary liquidation, dissolution or winding
up of the affairs of the Corporation upon all outstanding
Preferred Stock over the aggregate par or stated value thereof
and any premiums thereon and (4) the excess, if any, for the
period beginning with January 1, 1953 to the end of a month
within ninety (90) days preceding the date as of which Common
Stock Equity is determined, of the cumulative amount computed
under requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (this
cumulative amount being the aggregate of the largest amounts
separately computed for entire periods of differing co-existing
mortgage indenture requirements), over the amount charged by the
Corporation and Louisiana Power & Light Company, a Florida
corporation, on their books for depreciation during such period,
including the final fraction of a year. For the purpose of this
paragraph (H):(i) the term "total capitalization" shall mean the
sum or the Common Stock Equity plus item (3) in this paragraph
(H) and the stated capital applicable to, and any premium on,
outstanding stock of the Corporation not included in Common Stock
Equity, and the principal amount of all outstanding debt of the
Corporation maturing more than twelve months after the date of
the determination of the total capitalization; and (ii) the term
"dividends on Common Stock" shall embrace dividends on Common
Stock (other than dividends payable only in shares of Common
Stock), distributions on, and purchases or other acquisitions for
value of, any Common Stock of the Corporation or other stock, if
any, subordinate to its Preferred Stock as to dividends or other
distributions. So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not declare or pay any
dividends on the Common Stock, except as follows:
(a) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than 20% of total
capitalization, the Corporation shall not declare such
dividends in an amount which, together with all other
dividends on Common Stock paid by the Corporation and
Louisiana Power & Light Company, a Florida corporation,
within the year ending with and including the date on which
such dividend is payable, exceeds 50% of the net income of
the Corporation and Louisiana Power & Light Company, a
Florida corporation, available for dividends on Common Stock
for the twelve full calendar months immediately preceding
the month in which such dividends are declared, except in an
amount not exceeding the aggregate of dividends on Common
Stock which under the restrictions set forth above in this
subparagraph (a) could have been, and have not been,
declared; and
(b) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than 25% but not
less than 20% of total capitalization, the Corporation shall
not declare dividends on the Common Stock in an amount
which, together with all other dividends on Common Stock
paid by the Corporation and Louisiana Power & Light Company,
a Florida corporation, within the year ending with and
including the date on which such dividend is payable,
exceeds 75% of the net income of the Corporation and
Louisiana Power & Light Company, a Florida corporation,
available for dividends on Common Stock for the twelve full
calendar months immediately preceding the month in which
such dividends are declared, except in an amount not
exceeding the aggregate of dividends on Common Stock which
under the restrictions set forth above in subparagraph (a)
and in this subparagraph (b) could have been, and have not
been, declared; and
(c) At any time when the Common Stock Equity is 25% or
more of total capitalization, the Corporation may not
declare dividends on shares of the Common Stock which would
reduce the Common Stock Equity below 25% of total
capitalization, except to the extent provided in
subparagraphs (a) and (b) above.
So long as any of the Second through Fourteenth Series
Preferred Stock or the Series H Preferred Stock remains
outstanding, or there remains outstanding any additional series
of Preferred Stock with respect to which the resolution or
resolutions of the Board of Directors of the Corporation
providing for same makes this sentence applicable, at any time
when the aggregate of all amounts credited subsequent to January
1, 1953 to the depreciation reserve account of the Corporation
and Louisiana Power & Light Company, a Florida corporation,
through charges to operating revenue deductions or otherwise on
the books of the Corporation and Louisiana Power & Light Company,
a Florida corporation (other than transfers out of the balance of
surplus as of December 31, 1952), shall be less than the amount
computed as provided in clause (aa) below, under requirements
contained in the Corporation's mortgage indentures, then for the
purposes of subparagraphs (a) and (b) above, in determining the
earnings available for Common Stock dividends during any twelve-
month period, the amount to be provided for depreciation in that
period shall be (aa) the greater of the cumulative amount charged
to depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation, or the
cumulative amount computed under requirements contained in the
Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed for entire
periods of differing coexisting mortgage indenture requirements)
for the period from January 1, 1953 to and including said twelve-
month period, less (bb) the greater of the cumulative amount
charged to depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida corporation, or
the cumulative amount computed under requirements contained in
the Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed for entire
periods of differing coexisting mortgage indenture requirements)
from January 1, 1953 up to but excluding said twelve-month
period; provided that in the event any company other than
Louisiana Power & Light Company, a Florida corporation, is merged
into the Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage indentures
relating to minimum depreciation provisions" referred to above
shall be computed without regard, for the period prior to the
merger, of property acquired in the merger, and the "cumulative
amount charged to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a Florida
corporation", shall be exclusive of amounts provided for such
property prior to the merger.
(I) Dividends may be paid upon the Common Stock only when
(i) dividends have been paid or declared and funds set apart for
the payment of dividends as aforesaid on the Preferred Stock from
the dates after which dividends thereon became cumulative, to the
beginning of the period then current, with respect to which such
dividends on the Preferred Stock are usually declared, and (ii)
all payments have been made or funds have been set aside for
payments then or theretofore due under the terms of sinking fund
requirements (if any) for the purchase or redemption of shares of
the Preferred Stock, but whenever (x) there shall have been paid
or declared and funds shall have been set apart for the payment
of all such dividends upon the Preferred Stock as aforesaid, and
(y) all payments shall have been made or funds shall have been
set aside for all payments then or theretofore due under the
terms of sinking fund requirements (if any) for the purchase or
redemption of shares of the Preferred Stock, then, subject to the
limitations above set forth, dividends upon the Common Stock may
be declared payable then or thereafter, out of any net earnings
or surplus of assets over liabilities, including capital, then
remaining. After the payment of the limited dividends and/or
shares in distribution of assets to which the Preferred Stock is
expressly entitled in preference to the Common Stock, in
accordance with the provisions hereinabove set forth, the Common
Stock alone (subject to the rights of any class of stock
hereafter authorized) shall receive all further dividends and
shares in distribution.
(J) Subject to the limitations hereinabove set forth the
Corporation from time to time may resell any of its own stock,
purchased or otherwise acquired by it as hereinafter provided
for, at such price as may be fixed by its Board of Directors or
Executive Committee.
(K) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem any
outstanding Preferred Stock, may issue and sell stock of any
class then authorized but unissued, bonds, notes, evidences of
indebtedness, or other securities.
(L) Subject to the limitations hereinabove set forth the
Board of Directors of the Corporation may at any time authorize
the conversion or exchange of the whole or any particular share
of the outstanding Preferred Stock, with the consent of the
holder thereof, into or for stock of any other class at the time
of such consent authorized but unissued and may fix the terms and
conditions upon which such conversion or exchange may be made;
provided that without the consent of the holders of record of two-
thirds of the shares of Common Stock outstanding given at a
meeting of the holders of the Common Stock called and held as
provided by the By-Laws or given in writing without a meeting,
the Board of Directors shall not authorize the conversion or
exchange of any Preferred Stock into or for Common Stock or
authorize the conversion or exchange of any Preferred Stock into
or for preferred stock of any other class, if by such conversion
or exchange the amount which the holders of the shares of stock
so converted or exchanged would be entitled to receive either as
dividends or shares in distribution of assets in preference to
the Common Stock would be increased.
(M) A consolidation, merger or amalgamation of the
Corporation with or into any other corporation or corporations
shall not be deemed a distribution of assets of the Corporation
within the meaning of any provisions of these Amended and
Restated Articles of Incorporation.
(N) The consideration received by the Corporation from the
sale of any additional stock without nominal or par value shall
be entered in the Corporation's capital stock account.
(O) Subject to the limitations hereinabove set forth, upon
the vote of a majority of all the directors of the Corporation
and of a majority of the total number of shares of stock then
issued and outstanding and entitled to vote (or if the vote of a
larger number or different proportion of shares is required by
the laws of the State of Louisiana, notwithstanding the above
agreement of the stockholders of the Corporation to the contrary,
then upon the vote of the larger number or different proportion
of shares so required), the Corporation may from time to time
create or authorize one or more other classes of stock with such
preferences, designations, rights, privileges, powers,
restrictions, limitations and qualifications as may be determined
by said vote, which may be the same as or different from the
preferences, designations, rights, privileges, powers,
restrictions, limitations and qualifications of the classes of
stock of the Corporation then authorized. Any such vote
authorizing the creation of a new class of stock may provide that
all moneys payable by the Corporation with respect to any class
of stock thereby authorized shall be paid in the money of any
foreign country named therein or designated by the Board of
Directors, pursuant to authority therein granted, at a fixed rate
of exchange with the money of the United States of America
therein stated or provided for and all such payments shall be
made accordingly. Any such vote may authorize any shares of any
class then authorized but unissued to be issued as shares of such
new class or classes.
(P) Subject to the limitations hereinabove set forth, the
$100 Preferred Stock or the $25 Preferred Stock or the Common
Stock or any of said classes of stock may be increased at any
time upon vote of the holders of a majority of the total number
of shares of the Corporation then issued and outstanding and
entitled to vote thereon, irrespective of class.
(Q) If any provision in this Article 3 shall be in conflict
or inconsistent with any other provision of the Amended and
Restated Articles of Incorporation of the Corporation, the
provisions of this Article 3 shall prevail and govern.
ARTICLE 4
The Corporation shall have perpetual existence.
ARTICLE 5
The Board of Directors shall consist of such number of
directors as shall be determined from time to time as provided in
this Article 5. Directors shall be elected at each annual
meeting of stockholders and, subject to the provisions of Article
3 hereof, each director so elected shall hold office until the
next annual meeting of stockholders and until his successor is
elected and qualified. The stockholders or the Board of
Directors shall have the power from time to time to fix the
number of directors of the corporation, provided that the number
so fixed shall not be less than three (3) and not more than
fifteen (15). If the number of directors is increased, the
additional directors may, to the extent permitted by law and
subject to the provisions of Article 3 hereof, be elected by the
stockholders or by a majority of the directors in office at the
time of the increase, or, if not so elected prior to the next
annual meeting of stockholders, such additional directors shall
be elected at such annual meeting. If the number of directors is
decreased and the decrease does not exceed the number of
vacancies in the Board then existing, then, subject to the
provisions of Article 3 hereof, the stockholders or the Board of
Directors may provide that it shall become effective forthwith;
and to the extent that the decrease does exceed such number of
vacancies, the stockholders or the Board of Directors may provide
that it shall not become effective until the next election of
directors by the stockholders. If the Board of Directors shall
fail to adopt a resolution which fixes initially the number of
directors, the number of directors shall be nine (9). If, after
the number of directors shall have been fixed by such resolution,
such resolution shall be ineffective or shall cease to be in
effect for any cause other than by being superseded by another
such resolution, the number of directors shall be that number
specified in the latest of such resolutions, whether or not such
resolution continues in effect.
ARTICLE 6
For the regulation of the business and for the conduct of
the affairs of the Corporation, and to create, divide, limit and
regulate the powers of the Corporation, the directors and the
stockholders, provision is made as follows:
(a) General authority is hereby conferred upon the
Board of Directors of the Corporation to fix the
consideration for which shares of stock of the Corporation
without nominal or par value, may be issued and disposed of
and the shares of stock of the Corporation without nominal
or par value, whether authorized by these Amended and
Restated Articles of Incorporation or by subsequent increase
of the authorized number of shares of stock or by amendment
of these Amended and Restated Articles of Incorporation by
consolidation or merger or otherwise and/or any securities
convertible into stock of the Corporation without nominal or
par value, may be issued and disposed of by the Board of
Directors for such consideration and on such terms and in
such manner as may be fixed from time to time by the Board
of Directors.
(b) If now or hereafter permitted by Louisiana law, the
issue of the whole, or any part determined by the Board of
Directors, of the shares of stock of the Corporation as
partly paid, and subject to calls thereon until the whole
thereof shall have been paid, is hereby authorized.
(c) The Board of Directors shall have power to
authorize the payment of compensation to the directors for
services to the Corporation, including fees for attendance
at meetings of the Board of Directors or the Executive
Committee and all other Committees and to determine the
amount of such compensation and fees.
(d) The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by
it, alleged to have been lost or destroyed, and the Board of
Directors may, in their discretion, require the owner of the
lost or destroyed certificate, or his legal representative,
to give bond in such sum as they may direct as indemnity
against any claim that may be made against the Corporation,
its officers, employees or agents by reason thereof; a new
certificate may be issued without requiring any bond when,
in the judgment of the directors, it is proper so to do.
If the Corporation shall neglect or refuse to issue
such a new certificate and it shall appear that the owner
thereof has applied to the Corporation for a new certificate
in place thereof and has made due proof of the loss or
destruction thereof and has given such notice of his
application for such new certificate in such newspaper of
general circulation, published in the State of Louisiana, as
reasonably should be approved by the Board of Directors, and
in such other newspaper as may be required by the Board of
Directors, and has tendered to the Corporation adequate
security to indemnify the Corporation, its officers,
employees or agents, and any person other than such
applicant who shall thereafter appear to be the lawful owner
of such allegedly lost or destroyed certificate against
damage, loss or expense because of the issuance of such new
certificate, and the effect thereof as herein provided,
then, unless there is adequate cause why such new
certificate shall not be issued, the Corporation, upon the
receipt of said indemnity, shall issue a new certificate of
stock in place of such lost or destroyed certificate. In
the event that the Corporation shall nevertheless refuse to
issue a new certificate as aforesaid, the applicant may then
petition any court of competent jurisdiction for relief
against the failure of the Corporation to perform its
obligations hereunder. In the event that the Corporation
shall issue such new certificate, any person who shall
thereafter claim any rights under the certificate in place
of which such new certificate is issued, whether such new
certificate is issued pursuant to the judgment or decree of
such court or voluntarily by the Corporation after the
publication of notice and the receipt of proof and indemnity
as aforesaid, shall have recourse to such indemnity and the
Corporation shall be discharged from all liability to such
person by reason of such certificate and the shares
represented thereby.
(e) No stockholder shall have any right to inspect any
account, book or document of the Corporation, except as
conferred by statute or authorized by the directors.
(f) No holder of any stock of the Corporation shall be
entitled as of right to purchase or subscribe for any part
of any stock of the Corporation authorized by these Amended
and Restated Articles of Incorporation or of any additional
stock of any class to be issued by reason of any increase of
the authorized capital stock of the Corporation or of any
bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the Corporation, but
any stock authorized by these Amended and Restated Articles
of Incorporation or any such additional authorized issue of
new stock or of securities convertible into stock may be
issued and disposed of by the Board of Directors to such
persons, firms, corporations or associations for such
consideration and upon such terms and in such manner as the
Board of Directors may in their discretion determine,
without offering any thereof, on the same terms or on any
terms, to the stockholders then of record or to any class of
stockholders.
(g) A director of the Corporation shall not be
disqualified by his office from dealing or contracting with
the Corporation either as a vendor, purchaser or otherwise,
nor shall any transaction or contract of the Corporation be
void or voidable by reason of the fact that any director or
any firm of which any director is a member or any
corporation of which any director is a shareholder or
director, is in any way interested in such transaction or
contract, provided that such transaction or contract is or
shall be authorized, ratified or approved either (1) by a
vote of a majority of a quorum of the Board of Directors or
of the Executive Committee, without counting in such
majority or quorum any director so interested or member of a
firm so interested or a shareholder or director of a
corporation so interested, or (2) by vote at a stockholders'
meeting of the holders of record of a majority of all the
outstanding shares of stock of the Corporation entitled to
vote or by writing or writings signed by a majority of such
holders; nor shall any director be liable to account to the
Corporation for any profits realized by and from or through
any such transaction or contract of the Corporation,
authorized, ratified or approved as aforesaid, by reason of
the fact that he or any firm of which he is a member or any
corporation of which is a shareholder or director was
interested in such transaction or contract. Nothing herein
contained shall create any liability in the events above
described or prevent the authorization, ratification or
approval of such contracts in any other manner provided by
law.
(h) Any director may be removed and his place filled at
any meeting of the stockholders by the vote of a majority of
the outstanding stock of the Corporation entitled to vote.
Vacancies and newly created directorships resulting from
anyu increase in the authorized number of directors may be
filled as provided in the By-Laws.
(i) Any property of the Corporation not essential to
the conduct of its corporate business and purposes may be
sold, leased, exchanged or otherwise disposed of by
authority of its Board of Directors, and the Corporation may
sell, lease, exchange or otherwise dispose of all of its
property and franchises or any of its property, franchises,
corporate rights or privileges essential to the conduct of
its corporate business and purposes, upon the consent of and
for such consideration and upon such terms as may be
authorized by a majority of all of the directors and the
holders of a majority of the outstanding shares of stock
entitled to vote (or, if the consent or vote of a larger
number or different proportion of the directors and/or
shares is required by the laws of the State of Louisiana
notwithstanding the above agreement of the stockholders of
the Corporation to the contrary, then upon the consent or
vote of the larger number or different proportion of the
directors and/or shares so required) expressed in writing or
by vote at a meeting of stockholders duly called and held as
provided by law or in the manner provided by the By-Laws of
the Corporation, if not inconsistent therewith; and at no
time shall any of the plants, properties, easements,
franchises (other than corporate franchises) or securities
then owned by the Corporation, be deemed to be property,
franchises, corporate rights or privileges essential to the
conduct of the corporate business and purposes of the
Corporation.
(j) Upon the written consent or the vote of the holders
of record of a majority of the shares of stock of the
Corporation then outstanding and entitled to vote, (1) any
or every statute of the State of Louisiana (a) increasing,
diminishing, or in any way affecting the rights, powers or
privileges of stockholders of corporations organized under
the general laws of said State, or (b) giving effect to the
action taken by any part, less than all, of the stockholders
of any such corporation, shall be binding upon the
Corporation and every stockholder thereof, to the same
extent as if such statute had been in force at the date of
the making, filing and recording of these Amended and
Restated Articles of Incorporation, and/or (2) amendments of
these Amended and Restated Articles of Incorporation
authorized at the time of making such amendments by the laws
of the State of Louisiana, may be made.
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