Exhibit 3(c)
RESTATEMENT
OF UNITED STATES OF AMERICA
ARTICLES OF INCORPORATION STATE OF LOUISIANA
OF PARISH OF ORLEANS
NEW ORLEANS PUBLIC SERVICE INC. CITY OF NEW ORLEANS
BE IT KNOWN, That on this 30 day of September, 1969,
BEFORE ME, James G. Burke, Jr., a Notary Public, duly
commissioned, sworn and qualified in and for the Parish of
Orleans, State of Louisiana, therein residing, and in the
presence of the witnesses hereinafter named and undersigned,
PERSONALLY CAME AND APPEARED:
LIONEL J. CUCULLU, who declared that, pursuant to
Louisiana Revised Statutes, Title 12, the holder of all the
issued and outstanding shares of New Orleans Public Service
Inc. entitled to vote on the matter had executed, in
duplicate, a consent in writing, an original of which is
annexed hereto, authorizing and directing the Restatement of
the Articles of Incorporation of the Corporation, and the
simultaneous amendment of Articles SECOND, FOURTH, SEVENTH,
NINTH, TENTH and ELEVENTH of said Articles of Incorporation,
and that, pursuant to said consent, he appears to execute
this instrument to make effective such Restatement and
simultaneous amendments.
INTRODUCTORY PARAGRAPH
This Restatement of the Articles of Incorporation of
New Orleans Public Service Inc. accurately copies the
Articles of Incorporation of said Corporation originally
adopted by Consolidation Agreement dated December 28, 1925,
between New Orleans Public Service Inc. (New Orleans
Company), Consumers Electric Light & Power Company
(Consumers Company), and Citizens Light & Power Company,
Inc. (Citizens Company), and filed for record with the
Recorder of Mortgages for the Parish of Orleans on December
29,1925, to be effective and operative January 1, 1926, and
all amendments thereto in effect at the date of this
Restatement and those adopted simultaneously therewith,
which amendments have been effected in conformity with
Louisiana Revised Statutes, Title 12, Chapter 1, or with
prior laws applicable at the time of the respective
amendments; and this Restatement contains no substantial
change in the provisions of the original Articles or the
amendments thereto, except that said Articles as restated
hereinbelow omit the names and addresses of the directors
from Article NINTH, and the contemporaneous amendments of
Article SECOND so as to provide perpetual corporate
existence; Article FOURTH so as to expand the objects and
purposes for which the Corporation is established to permit
it to engage in any lawful activity for which corporations
may be formed under the Business Corporation Law of
Louisiana; and Articles SEVENTH, NINTH, TENTH and ELEVENTH
so as to delete provisions which are no longer applicable.
RESTATEMENT OF ARTICLES OF
INCORPORATION
OF NEW ORLEANS PUBLIC SERVICE INC.
FIRST: The name of the Corporation shall be "NEW
ORLEANS PUBLIC SERVICE INC.", and said Corporation shall
have, possess and exercise all the rights, powers,
privileges, immunities and franchises of the corporations,
parties hereto, and shall be subject to all the duties and
obligations of said respective corporations; it shall have,
enjoy and be possessed of all of the property, real,
personal and mixed, of every kind and nature, owned,
possessed and enjoyed by or for said corporations, parties
hereto; it shall have power to issue bonds and dispose of
the same, in such form and denominations and bearing such
interest as the Board of Directors may determine, and to
secure payment thereof by mortgage of every and all of the
property, franchises, rights, privileges and immunities of
said Corporation at the time of the consolidation acquired
or thereafter to be acquired and of the companies, parties
hereto; to do all acts and things which said companies so
consolidated or any of them might have done previous to said
consolidation, and the further right to consolidate with any
other street railway company, electric company or gas light
company, or any other consolidated company.
SECOND: Said Corporation, "NEW ORLEANS PUBLIC SERVICE
INC.", under its said corporate name, shall have power and
authority to have and enjoy perpetual corporate existence
and succession from and after the date hereof; to contract,
sue and be sued; to make and use a corporate seal and the
same to break or alter at pleasure; to hold, receive, lease,
purchase and convey, as well as mortgage, hypothecate and
pledge property, real, personal and mixed, corporeal and
incorporeal; to name and appoint such managers, agents,
directors and officers as its business, interests or
convenience may require; and to make and establish, as well
as alter and amend from time to time such by-laws, rules and
regulations for the proper conduct, management and
regulation of the affairs of said Corporation as may be
necessary and proper; and to have, possess and enjoy all
rights, powers, privileges, franchises and immunities now or
hereafter authorized by law.
THIRD: The domicile of said Corporation shall be in the
City of New Orleans, State of Louisiana, and all citations
or other legal process shall be served upon the President of
said Corporation, or, in his absence, upon one of the Vice-
Presidents thereof, or, in the absence of said officers,
upon the Secretary of said Corporation.
FOURTH: The objects and purposes for which this
Corporation is established and the nature of the business to
be carried on by it are hereby specified and declared to be:
To locate, construct, purchase, own or lease, maintain
and operate street railway, tramways, interurban railways,
bus lines and other similar local transportation agencies in
and about the City of New Orleans, elsewhere in the State of
Louisiana and in other states and territories of the United
States; to purchase or otherwise acquire, own and operate
the properties formerly owned, controlled or leased and
operated by New Orleans Railway & Light Company and/or its
Receiver and/or its constituent and subsidiary companies; to
carry and transport passengers, freight, mail and express;
to purchase, own or lease. develop and operate on, or
adjacent to, or in the vicinity of, its said lines of
railway, parks and pleasure grounds and their appurtenances
for the promotion of travel over its lines of railway and as
adjuncts thereto; to construct, own, purchase or lease, or
otherwise acquire, maintain and operate in the State of
Louisiana and other states and territories of the United
States, plants, works and systems for generating,
distributing, supplying and vending electricity for light,
heat, power and other purposes; to construct, purchase, own,
lease or otherwise acquire, maintain and operate gas plants,
works, pipe lines and distribution systems for the
manufacture, storage, distributing and vending of gas for
light, heat, power and other purposes (including also the
production, transportation, storage, vending and
distributing of natural gas in the City of New Orleans,
elsewhere in the State of Louisiana and in other states and
territories of the United States); to construct, purchase,
own or lease, maintain and operate in the City of New
Orleans, elsewhere in the State of Louisiana and in other
states and territories of the United States, plants, works
and systems for the generation, distribution and vending of
steam for heating purposes and of cold air or other products
or articles for refrigeration or cooling purposes; to
exercise the right and power of expropriation and eminent
domain in the acquisition of property as may be authorized
and permitted by law; to consolidate or merge with other
street railway, interurban, railroad, tramway, bus lines.
electric light and power and gas companies. or any company
doing any business in whole or in part similar to that for
which this Corporation is established, or as may now or
shall hereafter be permitted by law; to purchase or
otherwise acquire its own shares of stock (so far as may be
permitted by law) and its bonds, debentures, notes, scrip or
other securities or evidences of indebtedness and to hold,
sell, transfer or reissue the same; to purchase. acquire and
own any or all of the property, assets, franchises, and the
stocks and bonds and other securities of any corporation or
corporations organized under the laws of the State of
Louisiana, or of any other state or country, for all or any
of the purposes herein defined or incidental thereto, and to
guarantee the bonds or other obligations and dividends on
the stock of any of the said corporations, and generally to
do and perform any and all acts and things, and to acquire,
hold and exercise any and all rights, powers, privileges and
franchises as relate to the objects hereinabove set forth,
or any of them, and to engage in any other lawful activity
for which corporations may be formed under the Business
Corporation Law of Louisiana.
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four Hundred Nine
Thousand Eight Hundred Dollars ($77,409,800), together with
the aggregate par value of capital stock issued after
September 1, 1969, by this Corporation as hereinafter
provided.
The total authorized number of shares of capital stock
that may be issued by the Corporation shall be 6,197,798
shares, of which 6,000,000 shares shall have a par value of
$10 per share and 197,798 shares shall have a par value of
$100 per share.
The shares of capital stock hereby authorized to be
issued shall be divided among the following classes:
6,000,000 shares of $10 par value per share shall be
Common Stock;
77,798 shares of $100 par value per share shall be 4-
3/4% Preferred Stock (hereinafter sometimes referred to
as the "4-3/4% Preferred Stock"); and
120,000 shares of $100 par value per share shall be
Preferred Stock (which, together with such additional
shares thereof as may be hereafter authorized, is
hereinafter sometimes referred to as the "Preferred
Stock").
The term "preferred stock" as used herein shall include
the 4-3/4% Preferred Stock, the Preferred Stock and any
other class of stock having a preference over the Common
Stock as to dividends, distribution of assets, or in
liquidation, dissolution or winding up.
Except as otherwise in this Article FIFTH provided and
to the extent not prohibited by law, the Corporation may
acquire funds for, or otherwise effect, the redemption or
purchase of any of its shares through the issuance or sale
of any of its stocks, bonds, or other securities.
Stocks of the Corporation, whether authorized herein or
upon any subsequent increase of the number of shares of
capital stock, may be issued by the Board of Directors of
the Corporation from time to time for such consideration
permitted by law as may be fixed from time to time by the
Board of Directors, and general authority to the Board of
Directors so to fix such consideration is hereby and herein
granted; provided, however, that stock having a par value
may not be issued for less than the par value thereof; and
provided further, that such consideration may be in the form
of money paid, labor done, or property actually received by
the Corporation.
No holder of any stock of the Corporation shall be
entitled as of right to purchase or subscribe for any part
of any unissued stock of the Corporation, or of any
additional stock of any class, to be issued by reason of any
increase of the authorized capital stock, or of the number
of shares of the Corporation, or of bonds, certificates of
indebtedness, debentures or other securities convertible
into stock of the Corporation, but any such unissued stock
or any such additional authorized issues 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, and upon such terms as
the Board of Directors may, in their discretion, determine,
without offering to the stockholders then of record, or to
any class of stockholders, any thereof, on the same terms or
on any terms.
The preferred stock shall not entitle any holder
thereof to vote at any meeting of stockholders or election
of the Corporation or otherwise to participate in any action
taken by the Corporation or its stockholders, but all the
voting power shall be vested in the holders of the Common
Stock, except as otherwise in this Article FIFTH provided.
Each stockholder shall be entitled to one vote for each
share of Common Stock of the Corporation standing in his
name on the books of the Corporation.
Except as otherwise in this Article FIFTH provided,
upon the vote of a majority of the total number of shares of
stock then issued and outstanding, and entitled to vote, as
herein provided, or upon such larger vote as may be required
by law, this agreement may be amended from time to time so
as to permit the Corporation to create or authorize one or
more other classes of stock with such preferences,
designations, rights, privileges, voting powers, including
votes on proceedings prescribed by statute, and subject to
such restrictions, limitations and qualifications with
respect to voting and otherwise as may be determined by said
vote, which may be the same or different from the
preferences, designations, rights, privileges, voting
powers, restrictions, limitations and qualifications with
respect to voting or otherwise of the classes of stock of
the Corporation then authorized. Any such vote and amendment
may authorize any shares of any class then authorized but
unissued to be issued as shares of such new class or
classes.
Except as otherwise in this Article FIFTH provided, 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 of any
class, with the consent of the holder thereof, into or for
stock of any other class which at the time of such consent
is 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 as authorized by law, the Board of
Directors shall not authorize the conversion or exchange of
any preferred stock of any class into or for Common Stock or
authorize the conversion or exchange of any preferred stock
of any class 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 he increased.
Except as otherwise in this Article FIFTH provided, any
class of stock may be increased at any time upon vote of the
holders of two-thirds (or such smaller number, not less than
a majority, as may be permitted by law) of the shares of the
Corporation then issued and outstanding and entitled to vote
thereon; provided, however, that so long as any share of the
4-3/4% Preferred Stock remains outstanding, the amount to
which the capital stock of the Corporation may be increased
is One Hundred Million Dollars ($100,000,000).
Except as otherwise in this Article FIFTH provided, 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 permitted by law as may be fixed
by its Board of Directors or Executive Committee.
I.
The designations, voting powers, preferences, dividend
and redemption rights (including votes on proceedings
prescribed by statute), and other relative rights or
restrictions, limitations and qualifications of the 4-3/4%
Preferred Stock having a par value of $100 per share shall
be as follows:
(1) The holders of the 4-3/4% Preferred Stock
shall be entitled to receive, when, as and if declared
by the Board of Directors, out of the surplus of the
Corporation as provided by law, cumulative preferred
dividends at the rate of 4-3/4% per annum from July 1,
1944, and no more, payable quarterly on the first days
of January, April, July and October of each year,
before any dividends shall be declared or paid upon or
set apart for the Common Stock of the Corporation. Such
cumulative preferred dividends shall accrue on each
share from the quarterly dividend payment date next
preceding the date of the original issue of such share,
unless such stock shall be issued on a quarterly
dividend payment date, and, in such case, from said
date. The first quarterly dividend shall be payable on
October 1, 1944, and shall be cumulative from July 1,
1944.
(2) No dividends shall be declared at any time
upon the Common Stock of the Corporation unless all
accumulated and unpaid dividends upon the outstanding 4-
3/4% Preferred Stock shall have been declared and shall
have been paid in full or a sum sufficient for payment
thereof shall have been set aside for that purpose from
said surplus of the Corporation, in which event
dividends may be declared by the Board of Directors on
the Common Stock out of said surplus of the
Corporation, subject to the rights of any other class
of stock then outstanding. The term "accumulated and
unpaid dividends" as used herein with respect to the 4-
3/4% Preferred Stock shall mean dividends on all the
outstanding 4-3/4% Preferred Stock from the respective
dates from which such dividends accumulate to the date
as of which accumulated and unpaid dividends are being
determined, less the aggregate of dividends theretofore
declared and paid or set apart for payment upon such
outstanding 4-3/4% Preferred Stock.
(3) The 4-3/4% Preferred Stock may be called for
redemption in whole or in part at any time at the
option of the Board of Directors by mailing notice
thereof to the holders of record of the shares to be
redeemed at least thirty (30) days prior to the date
fixed for redemption, and such shares may be then
redeemed by paying, for each share so called, an amount
equal to all accumulated and unpaid dividends thereon
to the date fixed for such redemption, plus One Hundred
Eleven and 50/100 Dollars ($111.50) per share as to any
shares redeemed prior to July 1, 1954, and One Hundred
Five Dollars ($105.00) per share as to any shares
redeemed on July 1, 1954, and thereafter. In case of
the redemption of part only of the 4-3/4% Preferred
Stock at the time outstanding, the Corporation shall
select by lot, or in such other manner as the Board of
Directors may determine, the shares so to be redeemed,
provided that there shall be no obligation to redeem
less than a whole share. Notice of the intention of the
Corporation to redeem the 4-3/4% Preferred Stock shall
be mailed not less than thirty (30) days before the
date of redemption to each holder of record of 4-3/4%
Preferred Stock to be redeemed at his post office
address appearing upon the books of the Corporation,
and upon the deposit of the aggregate redemption price
(or the portion thereof not already paid in the
redemption of shares so to be redeemed) with any na
tional bank or trust company in the City of New York or
in the City of New Orleans, named in such notice,
payable in the amounts aforesaid to the respective
orders of the record holders of the 4-3/4% Preferred
Stock so to be redeemed on endorsement and surrender of
their certificates; said holders shall, at the time
fixed in such notice for such redemption, cease to be
stockholders with respect to said shares and from and
after the making of such deposit, said holders shall
have no interest in or claim against the Corporation
with respect to said shares and shall be entitled only
to receive said moneys from said bank or trust company
without interest.
(4) In the case of any distribution of any assets
of the Corporation in repayment in whole or in part of
any outstanding shares of its capital stock, whether
upon dissolution of the Corporation or liquidation or
sale of any or all of its assets or otherwise, except
in case of redemption as hereinbefore provided, there
shall be paid to the holders of the 4-3/4% Preferred
Stock (a) in case such dissolution, liquidation or sale
shall be voluntary, One Hundred Five Dollars ($105) per
share and (b) in case such dissolution, liquidation or
sale shall be involuntary, One Hundred Dollars ($100)
per share, plus in each case an amount equal to all
accumulated and unpaid dividends thereon before any sum
shall be paid to, or any assets distributed among, the
holders of the Common Stock, and after such payment to
the holders of the 4-3/4% Preferred Stock, all
remaining assets and funds shall be distributed among
the holders of the Common Stock of the Corporation
subject to the rights of any other class of stock then
outstanding.
(5) The holders of the 4-3/4% Preferred Stock
shall not be entitled to any payment by way of
dividends or otherwise, or have any rights in the
property of the Corporation or in the distribution
thereof, other than as is specifically provided in the
preceding paragraphs with respect to the 4-3/4%
Preferred Stock.
(6) No holder of any of the 4-3/4% Preferred Stock
shall be entitled to vote at any election of directors
or, except as otherwise required by statute, on any
other matter submitted to the stockholders, provided
that, if and whenever four (4) quarter-yearly dividends
payable on any part of the 4-3/4% Preferred Stock shall
be accumulated and unpaid, the holders of the 4-3/4%
Preferred Stock as a class shall thereafter at all
elections of directors have the exclusive right to
elect the smallest number of directors of the
Corporation which shall constitute a majority of the
authorized number of directors, and the holders of the
Common Stock of the Corporation as a class shall have
the exclusive right to elect the remaining number of
directors of the Corporation, which right of the
holders of the 4-3/4% Preferred Stock, however, shall
cease when all accumulated and unpaid dividends on the
4-3/4% Preferred Stock shall have been paid in full, or
provision shall have been made for such payment; and
provided further, that if and when the surplus of the
Corporation, out of which dividends might lawfully be
declared, is in excess of such accumulated and unpaid
dividends, then the declaration and payment of such
dividends shall not be unreasonably withheld. The terms
of office of all persons who may be directors of the
Corporation at the time when the right to elect a
majority of the directors shall accrue to the 4-3/4%
Preferred Stockholders, as herein provided, shall
terminate upon the election of their successors at the
next annual meeting of the stockholders or at an
earlier special meeting of the stockholders held as
hereinafter provided. Such special meeting shall be
held at any time after the accrual of such voting
power, upon notice similar to that provided in the
Consolidation Agreement and/or the By-Laws of the
Corporation for annual and all other stockholders'
meetings, which notice shall be given at the request in
writing of the holders of not less than ten per centum
(10%) of the number of shares of the then outstanding 4-
3/4% Preferred Stock, addressed to the Secretary of the
Corporation at its principal business office. Upon the
termination of such exclusive right of the holders of
the 4-3/4% Preferred Stock to elect a majority of the
directors of the Corporation, the terms of office of
all the directors of the Corporation shall terminate
upon the election of their successors at the next
annual meeting of the stockholders or at an earlier
special meeting of the stockholders held as hereinafter
provided. Such special meeting shall be held at any
time after the termination of such right of the 4-3/4%
Preferred Stockholders to elect a majority of the
directors, upon notice similar to that provided in the
Articles of Incorporation and/or the By-Laws of the
Corporation for annual and all other stockholders'
meetings, which notice shall be given at the request in
writing of the holders of not less than ten per centum
(10%) of the number of shares of the then outstanding
Common Stock, addressed to the Secretary of the
Corporation at its principal office.
(7) So long as any share of the 4-3/4% Preferred
Stock remains outstanding, the consent or authorization
of the holders of at least a majority of the
outstanding shares of the 4-3/4% Preferred Stock then
outstanding, voting as a class (given at a meeting
called for that purpose), shall be necessary for
effecting or validating any of the following:
(a) The issuance of any additional shares of
4-3/4% Preferred Stock, or of any other class of
stock ranking prior to or on a parity with the 4-
3/4% Preferred Stock as to dividends or other
distributions, (i) unless the net earnings of the
Corporation available for dividends on the 4-3/4%
Preferred Stock, determined in accordance with
generally-accepted accounting practices, for any
twelve (12) consecutive calendar months' period
within the fifteen (15) calendar months preceding
the month within which the additional shares are
to be issued, shall have been at least twice the
dividend requirements for a twelve (12) month
period upon the entire amount of 4-3/4% Preferred
Stock and all such other stock ranking prior to or
on a parity with the 4-3/4% Preferred Stock as to
dividends or other distributions to be outstanding
immediately after the proposed issue of such
additional shares, and (ii) 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 amount
payable upon involuntary dissolution to the
holders of the 4-3/4% Preferred Stock and such
other stock to be outstanding immediately after
the proposed issue of such additional shares.
(b) The issuance by the Corporation of any
unsecured notes, debentures or other securities
representing unsecured indebtedness, or the
assumption of any such unsecured securities, for
purposes other than the refunding of outstanding
unsecured securities theretofore issued or assumed
by the Corporation or the redemption or other
retirement of all outstanding shares of the 4-3/4%
Preferred Stock, or of any other class of stock
ranking prior to or on a parity with the 4-3/4%
Preferred Stock as to dividends or other
distributions, if immediately after such issue or
assumption the total principal amount of all such
unsecured securities issued or assumed by the
Corporation and then outstanding would exceed ten
per centum (10%) of the aggregate of (i) the total
principal amount of all bonds or other securities
representing secured indebtedness issued or
assumed by the Corporation and then outstanding,
plus (ii) the capital and surplus of the
Corporation as then stated on its books of
account.
(c) The merger or consolidation of the
Corporation with or into any other corporation or
corporations, unless such merger or consolidation,
or the issuance and assumption of all securities
to be issued or assumed in connection with such
merger or consolidation, shall have been ordered,
approved, or permitted by the Securities and
Exchange Commission (or by any succeeding
regulatory authority of the United States of
America having jurisdiction in the premises) under
the provisions of the Public Utility Holding
Company Act of 1935, as amended, or exempted by
said Commission from the requirements of said Act,
provided that the provisions of this clause (c)
shall not apply to the purchase or other
acquisition by the Corporation of franchises or
assets of another corporation in any manner which
does not involve a merger or consolidation.
(8) Notwithstanding any other provision of this
Article FIFTH, the consent or authorization of the
holders of at least two-thirds of the total number of
shares of 4-3/4% Preferred Stock at the time out
standing shall be necessary to authorize the creation
of any class of stock which would be preferred as to
assets or dividends over the 4-3/4% Preferred Stock, or
to amend the Articles of Incorporation so as to change
the express terms and provisions of the 4-3/4%
Preferred Stock then outstanding in any manner
substantially prejudicial to the holders thereof.
II
The Preferred Stock shall be issuable in one or more
series from time to time and the shares of each series shall
have the same rank and be identical with each other and
shall have the same relative rights, except with respect to
amounts payable on voluntary liquidation as specified in
Section (F) below and to the following:
(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, the dates on which dividends
shall be paid in each year, and the date from which
such dividends shall commence to accumulate; and
(c) The amount or amounts payable upon redemption
thereof; which different characteristics of clauses
(a), (b) and (c) above are set forth below.
The initial series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated
"4.36% Preferred Stock";
(b) have a dividend rate of Four and 36/100
Dollars ($4.36) per share per annum payable quarterly
on January 1, April 1, July 1 and October 1 of each
year; such dividends shall accumulate on each share
from the quarterly dividend payment date next preceding
the date of the original issue of such share, unless
such stock shall be issued on a quarterly dividend
payment date and in such case from said date. The first
quarterly dividend shall be payable on April 1, 1956,
and shall be cumulative from January 1, 1956; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred Stock at
the price of One Hundred Seven and 08/100 Dollars
($107.08) per share if redeemed on or before January 1,
1961, of One Hundred Six and 08/100 Dollars ($106.08)
per share if redeemed after January 1, 1961, and on or
before January 1, 1966, and of One Hundred Four and
58/100 Dollars ($104.58) per share if redeemed after
January 1, 1966, in each case plus an amount equivalent
to the accumulated and unpaid dividends thereon, if
any, to the date fixed for redemption.
The second series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated
"5.56% Preferred Stock";
(b) have a dividend rate of Five and 56/100
Dollars ($5.56) per share per annum payable quarterly
on January 1, April 1, July 1 and October 1 of each
year; such dividends shall accumulate on each share
from and including April 26, 1967. The first dividend
shall be payable on July 1, 1967, and shall be
cumulative from and including April 26, 1967; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred Stock at
the price of One Hundred Six and 65/100 Dollars
($106.65) per share if redeemed on or before April
1,1972, of One Hundred Four and 09/100 Dollars
($104.09) per share if redeemed after April 1, 1972,
and on or before April 1, 1977, and of One Hundred Two
and 59/100 Dollars ($102.59) per share if redeemed
after April 1, 1977, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption.
Subject to the foregoing, the distinguishing characteristics
of the Preferred Stock shall be:
(A) Each series of the Preferred Stock, pari passu with
all shares of preferred stock of any class or series then
outstanding, 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 stated and expressed
with respect to such series herein; such dividends to be
cumulative from such date and payable on such dates in each
year as may be stated and expressed herein, to stockholders
of record as of a date not to exceed forty (40) days and not
less than ten (10) days preceding the dividend payment dates
so fixed.
(B) If and when all outstanding shares of the 4-3/4%
Preferred Stock shall have been redeemed, acquired or
otherwise retired, then:
(1) If and when dividends payable on any of the
Preferred Stock (which, for the purposes of this
Section (B), shall be deemed to be all outstanding
shares of the Preferred Stock of any series, and such
other preferred stock of any class or series, ranking
prior to or on a parity with the Preferred Stock as to
dividends and in liquidation, dissolution, winding up,
or distribution, as may be lawfully issued) shall be in
default in an amount equal to four (4) full quarterly
payments or more per share, and thereafter until all
dividends on any of the Preferred Stock in default
shall have been paid, the holders of all of the then
outstanding Preferred Stock, voting as a class, in
contra-distinction to the Common Stock 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 in these Articles of Incorporation 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.
(2) If and when all dividends then in default on
any of 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
any of 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 default or 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 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.
(3) Whenever the special voting right shall have
accrued to the holders of the Preferred Stock to elect
directors, voting as a class, it shall be the duty of
the President, a Vice-President or the Secretary of the
Corporation forthwith to call a meeting, and cause
notice thereof to be given to the stockholders,
including all of the holders of the then outstanding
shares of Preferred Stock, entitled to vote at such
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 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 Preferred Stock are in
default in an amount equal to four (4) full quarterly
payments or more per share, the holders of all of the
then outstanding Preferred Stock, voting 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 or Agents 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 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 all 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 or of the
holders of the Common Stock, no election of directors
shall be held and the meeting shall be adjourned to the
same time the following day; and provided, further,
that at such first adjourned meeting, the presence in
person or by proxy of the holders of thirty-five per
centum (35%) of all of the outstanding Preferred 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 thirty-five per
centum (35%) of the outstanding Common Stock shall be
required to constitute a quorum of such class for the
election of directors, and in the absence of a quorum
of the holders of the Preferred Stock or of the holders
of the Common Stock no election of directors shall be
held and the meeting shall be adjourned to the same
time the following day; and provided, further, that at
such second adjourned meeting such number of the
holders of the Preferred Stock and of the holders of
the Common Stock as are present in person or by proxy
shall constitute a quorum of their respective classes
of stock for the election of directors. If no holders
of the Preferred Stock are present at said second
adjourned meeting, then the directors of the Corpora
tion 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. No such
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 all of the then outstanding Preferred Stock, voting
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 all of the Preferred
Stock, voting as a class, to elect a majority of the
Board of Directors, should have accrued with the
exception, that if at any second adjourned Annual
Meeting, or special meeting in lieu thereof, no holders
of the outstanding Preferred Stock are 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, voting as a class:
(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 Section (G)
below; provided, however, that any such new stock or
security shall be issued within twelve (12) months
after the vote of the Preferred Stock herein provided
for authorizing the issuance of such new stock or
security; or
(2) amend, alter or repeal any of the rights,
preferences or powers of the holders of the Preferred
Stock so as to affect adversely any such rights,
preferences or powers; provided, however, that if such
amendment, alteration or repeal affects adversely the
rights, preferences or Powers of one or more, but not
all, series of Preferred Stock at the time outstanding,
only the consent of the holders of at least two-thirds
of the total number of outstanding shares of all series
so affected shall be required; and provided, further,
that an amendment to increase or decrease the
authorized amount of Preferred Stock, or to create or
authorize, or increase or decrease the amount of, any
class of stock ranking on a parity with the outstanding
shares of the Preferred Stock as to dividends or assets
shall not be deemed to affect adversely the rights,
preferences or powers of the holders of the Preferred
Stock or any series thereof.
(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 voting as a class:
(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 under the Public Utility Holding
Company Act of 1935; 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, resulting in
equal or longer maturities, or (ii) the reacquisition,
redemption or other retirement of all outstanding
shares of 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 an amount not exceeding ten per
centum (10%) of the aggregate of (a) and (b) of this
subsection (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 any 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 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 three (3)
years; furthermore, when unsecured notes, debentures or
other securities representing unsecured debt of a
maturity of less than ten (10) years shall exceed ten
per centum (10%) of the sum of (a) and (b) above, no
additional unsecured notes, debentures or other
securities representing unsecured debt shall be issued
or assumed (except for the purposes set forth in (i) or
(ii) above) until such ratio is reduced to ten per
centum (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
60,000 shares of the Preferred Stock initially
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,
unless the gross income of the Corporation 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, 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
appropriated from income to the property retirement
reserve by the Corporation on its books 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 (1-1/2) times the sum of (i) the
annual interest charges on all interest bearing
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 in liquidation, dissolution,
winding up or distribution, 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 the Preferred Stock or on any other class of stock
ranking prior to, or on a parity with, the Preferred
Stock as to dividends or in liquidation, dissolution,
winding up or distribution 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 in liquidation, dissolution,
winding up or distribution, are to be issued in
connection with the acquisition of additional property,
the gross income of the property to be so acquired,
computed on the same basis as the 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, 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, 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 any other class of stock, if
any, ranking prior thereto, or on a parity therewith,
as to dividends or in liquidation, dissolution, winding
up or distribution, 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 subsection (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 Section (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 other class of stock ranking prior to, or on
a parity with, the Preferred Stock, as to dividends or
other distributions, at the time outstanding.
(E) Except as herein expressly provided, 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 matters upon which holders of the
Preferred Stock are entitled to vote, as herein expressly
provided, each holder of such Preferred Stock shall be
entitled to one vote, in person or by proxy, for each share
of such Preferred Stock standing in his name on the books of
the Corporation.
(F) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock, pari passu with all shares ot preferred stock of any
other class or series then outstanding shall have a
preference over the Common Stock until an amount equal to
the then current redemption price, including accumulated and
unpaid dividends, if any, 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, pari passu with all shares of preferred
stock of any other class or series then outstanding, shall
also have a preference over the Common Stock until the full
par value thereof, and an amount equal to the accumulated
and unpaid dividends thereon, if any, 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 said Preferred Stock, or may from time to time
redeem any part of any series thereof, by paying in cash the
redemption price then applicable thereto, plus, in each
case, an amount equivalent to the accumulated and unpaid
dividends, if any, to the date fixed for redemption. Notice
of the intention of the Corporation to redeem all or any
part of the Preferred Stock shall be mailed not less than
thirty (30) days nor more than sixty (60) days before the
date fixed for redemption to each holder of record of
Preferred Stock to be redeemed, at his post office address
as shown by the Corporation's records, and not less than
thirty (30) days' nor more than sixty (60) days' notice of
such redemption may be published in such manner as may be
prescribed by resolution of the Board of Directors of the
Corporation; and in the event of such publication, no defect
in the mailing of such notice shall affect the validity of
the proceedings for the redemption of any shares of
Preferred Stock so to be redeemed. Contemporaneously with
the mailing or the publication of such notice, as aforesaid,
or at any time thereafter prior to the date fixed for
redemption, the Corporation may deposit the aggregate
redemption price (or the portion thereof not already paid in
the redemption of such Preferred Stock so to be redeemed)
with any bank or trust company in the City of New York, New
York, or in the City of New Orleans, Louisiana, named in
such notice, payable to the order of the record holders of
the Preferred Stock so to be redeemed, as the case may be,
on the endorsement and surrender of their certificates, and
thereupon said holders shall cease to be stockholders with
respect to such shares; and from and after the making of
such deposit such holders shall have no interest in or claim
against the Corporation with respect to said shares, but
shall be entitled only to receive such moneys from said bank
or trust company, with interest, if any, allowed by such
bank or trust company on such moneys deposited as in this
Section (G) provided, on endorsement and surrender of their
certificates, as aforesaid. Any moneys so deposited, plus
interest thereon, if any, remaining unclaimed at the end of
six (6) years from the date fixed for redemption, if
thereafter requested by resolution of the Board of
Directors, shall be repaid to the Corporation, and in the
event of such repayment to the Corporation, such holders of
record of the shares so redeemed as shall not have made
claim against such moneys prior to such repayment to the
Corporation, shall be deemed to be unsecured creditors of
the Corporation for an amount, without interest, equivalent
to the amount deposited, plus interest thereon, if any,
allowed by such bank or trust company, as above stated, for
the redemption of such shares and so paid to the
Corporation. Shares of the Preferred Stock which have been
redeemed shall not be reissued. If less than all of the
shares of any series of the Preferred Stock are to be
redeemed, the shares thereof to be redeemed shall be
selected by lot, in such manner as the Board of Directors of
the Corporation shall determine, by an independent bank or
trust company selected for that purpose by the Board of
Directors of the Corporation. Nothing herein contained shall
limit any legal right of the Corporation to purchase or
otherwise acquire any shares of the Preferred Stock;
provided, however, that, so long as any shares of the
Preferred Stock are outstanding, the Corporation shall not
redeem, purchase or otherwise acquire less than all of the
shares of the Preferred Stock, if, at the time of such
redemption, purchase or other acquisition, dividends payable
on the Preferred Stock shall be in default in whole or in
part, unless prior to or concurrently with such redemption,
purchase or other acquisition, all such defaults shall be
cured or unless such redemption, purchase or other
acquisition shall have been ordered, approved or permitted
under the Public Utility Holding Company Act of 1935. Any
shares of the Preferred Stock so redeemed, purchased or
acquired shall be retired and cancelled.
(H) For the purposes of this Section (H) and subsection
(4) of Section (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 (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 of the Corporation 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, 1955, 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 coexisting mortgage indenture
requirements), over the amount appropriated from income to
the property retirement reserve by the Corporation on its
books during such period, including the final fraction of a
year; provided, however, that no deductions shall be
required to be made in respect of items referred to in items
(1) and (2) of this Section (H) in cases in which such items
are being amortized or are provided for, or are being
provided for, by reserves. For the purpose of this Section
(H): (i) the term "total capitalization" shall mean the sum
of the Common Stock Equity, plus item (3) in this Section
(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 (12) months after the date of issue thereof; 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 purchase or other
acquisitions for value of, any Common Stock of the
Corporation or other stock, if any, junior to the Preferred
Stock. 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 twenty per centum (20%) of total capitalization,
the Corporation shall not declare such dividends in an
amount which, together with all other dividends on
Common Stock paid within the year ending with and
including the date on which such dividend is payable,
exceeds fifty per centum (50%) of the net income of the
Corporation available for dividends on the Common Stock
for the twelve (12) 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 subsection (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 twenty-five per centum (25%) but not less than
twenty per centum (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 within the year ending
with and including the date on which such dividend is
payable, exceeds seventy-five per centum (75%) of the
net income of the Corporation available for dividends
on the Common Stock for the twelve (12) 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
subsection (a) and in this subsection (b) could have
been, and have not been, declared; and
(c) At any time when the Common Stock Equity is
twenty-five per centum (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 twenty-five per
centum (25%) of total capitalization, except to the
extent provided in subsections (a) and (b) above.
At any time when the aggregate of all amounts credited
subsequent to January 1, 1955, to the property retirement
reserve (accumulated provision for depreciation) account of
the Corporation through charges to operating revenue
deductions or otherwise on the books of the Corporation
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
subsections (a) and (b) above, in determining the net income
available for common stock dividends during any twelve (12)
month period, the amount to be provided for depreciation in
that period shall be (aa) the greater of the cumulative
amount appropriated from income to the property retirement
reserve (accumulated provision for depreciation) on the
books of the 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, 1955, to and including said twelve (12)
month period, less (bb) the greater of the cumulative amount
appropriated from income to the property retirement reserve
(accumulated provision for depreciation) on the books of the
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,
1955, up to but excluding said twelve (12) month period;
provided that, in the event any company 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 appropriated from income
to the property retirement reserve (accumulated provision
for depreciation) on the books of the 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 dividends have been paid or declared and funds set
apart for the payment of dividends as aforesaid on the
Preferred Stock from the date(s) after which dividends
thereon become cumulative, to the beginning of the period
then current, with respect to which such dividends on the
Preferred Stock are usually declared, but whenever 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, then, subject to the
limitations above set forth and subject to the rights of any
other class of stock then outstanding, 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 other class of stock then
outstanding) shall receive all further dividends and shares
in distribution.
(J) The Corporation reserves the right, without any
vote or consent of the Preferred Stock as a class or of any
series of Preferred Stock, to amend these Articles of
Incorporation in any or all of the following respects:
(1) So that the right vested exclusively in the
holders of the 4-3/4% Preferred Stock as a class to
elect the smallest number of directors, which shall
constitute a majority of the authorized number of
directors upon default in dividends upon the 4-3/4%
Preferred Stock, shall thereafter be shared with the
holders of Preferred Stock and any other preferred
stock of any class or series, ranking prior to, or on a
parity with, the Preferred Stock as to dividends and
distributions, all voting as one class, to the same
extent and with the same effect as though the 4-3/4%
Preferred Stock had been redeemed, acquired or
otherwise retired and had been reissued as a series of
Preferred Stock;
(2) So that the 4-3/4% Preferred Stock shall
thereafter be a series of 4-3/4% Preferred Stock within
the class of Preferred Stock herein authorized, limited
in number to the number of shares of 4-3/4% Preferred
Stock authorized to be issued prior to such amendment,
with the same annual rate of dividend, the same dates
on which dividends shall be paid each year, the same
date from which dividends shall commence to accumulate,
the same amounts payable on redemption and the same
amounts payable upon distribution of assets, as were
provided with respect to the shares of 4-3/4% Preferred
Stock prior to such amendment.
SIXTH: The corporate power of this Corporation shall be
vested in, and exercised by, a Board of Directors to be
composed of not less than nine (9) nor more than fifteen
(15) persons, to be elected annually at a general meeting of
stockholders to be held on the fourth Monday in May of each
year, beginning in May, 1963. The number of persons, within
the foregoing limits, to compose the Board of Directors at
any given time, shall be determined by vote of a majority of
the Common Stock present, in person or by proxy, at the
annual meeting, except that, if such designated number be
less than fifteen (15), said number may be increased within
the foregoing limits at any special meeting of stockholders
called for that purpose. A majority of the Board of
Directors shall constitute a quorum for the transaction of
business unless the By-Laws of this Corporation, adopted by
the Board of Directors, shall provide for a lesser number.
Any vacancy occurring among the Directors of this
Corporation by death, resignation or otherwise, shall be
filled by election for the unexpired term by the remaining
directors.
A failure to elect directors on the date above
specified shall not dissolve the Corporation, nor impair its
corporate existence or management, but the directors then in
office shall remain in office until their successors shall
have been duly elected and qualified.
Notice of such meeting and of all other stockholders'
meetings shall be given in the manner prescribed by law,
and, when not so prescribed, then written notice of such
meetings shall be addressed to each stockholder entitled to
vote at said meeting, at such address as may have been
furnished by him for notice hereunder and deposited in the
post office, at least fifteen (15) days before the date of
said meeting, postage prepaid. No notice need be given to
any person whose stock was acquired, or who became a
registered owner thereof, on or after the date upon which
notice of a meeting of stockholders was mailed or delivered.
The By-Laws of the Corporation may provide for any
additional form of notice.
The books for the transfer of the stock may be closed
for such periods before and during the payment of dividends
and the holding of meetings of stockholders, not to exceed
thirty (30) days at any one time, as the Board of Directors
may from time to time determine; and the Corporation shall
make no transfer of stock on the books during such period.
The Board of Directors may elect from its members a
Chairman of the Board and shall elect a President, and may,
from time to time, name and appoint all such other officers
(including one or more Vice-Presidents who need not be
members of the Board of Directors) or agents, as it may deem
necessary for the purposes and business of this Corporation,
and the powers and duties of every officer, agent and
employee shall be such as may be conferred upon them by the
Board of Directors or Executive Committee of the
Corporation, and all officers, agents and employees shall
hold office and employment at the pleasure of the Board of
Directors.
The Board of Directors may make and establish, as well
as alter and amend, all such By-Laws, rules and regulations,
not inconsistent herewith, necessary and proper in its
judgment for the conduct and management of the business and
affairs and the exercise of the corporate powers of this
Corporation, and said Board of Directors shall have full
power and authority to borrow money and to execute mortgages
and pledges and create liens; to issue bonds, notes and
other obligations, and to secure same by mortgage and/or
pledge or otherwise, and generally to do any and all things
reasonable, convenient or necessary for the proper conduct
of the business and affairs of this Corporation, and, in its
discretion, the Board of Directors may create and select an
Executive Committee to be composed of not less than three
(3) of its own members, to which Committee the Board of
Directors may grant all or any of its powers to be exercised
during the interim between meetings of the Board of
Directors itself.
A director of this Corporation shall not be
disqualified by his office from dealing or contracting with
the Corporation either as vendor, purchaser or otherwise,
nor shall any transaction or contract of this 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 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 members of a firm so
interested, or a shareholder or director of a corporation so
interested, or (2) by a vote at a stockholders' meeting of
the holders of record of a majority of all the outstanding
shares of Common Stock of the Corporation, 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 this 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 he
is a shareholder or director, was interested in such
transaction or contract.
SEVENTH: Except as hereinbefore in Article FIFTH hereof
provided, with respect to certain voting rights conferred
upon the preferred stock, the provisions hereof may be
modified, changed, altered or amended to the extent and in
the manner now or hereafter permitted by law for the
amendment of the articles of incorporation or act of
incorporation of a corporation, or the capital stock or the
number of shares of the capital stock of this Corporation
may be increased or decreased, or new classes or series of
stock may be created, or the number of shares of any class
or series of stock may be changed with the assent of
two-thirds (or such smaller number, not less than a
majority, as may be permitted by law) of the shares of the
outstanding Common Stock of this Corporation expressed,
given and obtained at a general meeting of such stockholders
convened for such purposes, or any of them, after previous
notice of such meeting shall have been given to each Common
Stockholder in the manner hereinabove provided, unless other
notice for a meeting of such character be prescribed by law,
in which event notice shall be given in conformity with law.
Whenever this Corporation may be dissolved, either by
limitation or from any other cause, its affairs shall be
liquidated by three (3) commissioners to be elected by the
holders of the Common Stock at a meeting convened for said
purpose as above provided and after due notice; a majority
of said stock represented at such meeting shall be requisite
for the election of such commissioners. Such commissioners
shall remain in office until the affairs of this Corporation
shall have been fully liquidated. In case of the death or
resignation of any one or more of said commissioners, the
vacancy or vacancies shall be filled by the survivor or
survivors. In the event of any disagreement among said
commissioners, the action of the majority shall prevail and
be binding.
The provisions of the Business Corporation Law of
Louisiana and of all other statutes relating to corporations
of the character of this Corporation whether consolidated or
otherwise. shall be applicable to this Corporation so far as
concerns the rights and powers of this Corporation and its
stockholders. Upon the written consent or the vote of the
holders of a majority in number of the shares then
outstanding and entitled to vote, or, if the consent or vote
of the holders of a larger number of shares is required by
law, then, upon such larger consent or vote as may be
required by law (1) any and every statute of the State of
Louisiana hereinafter adopted whereby the rights, powers or
privileges of the stockholders of corporations organized
under the general laws of said State are increased,
diminished or in any way affected, or whereby effect is
given to the action taken by any part less than all of the
stockholders of any such corporation shall, notwithstanding
any provision which may at the time be contained in this
agreement of consolidation, apply to this Corporation and
shall be binding not only upon this Corporation but upon
every stockholder thereof to the same extent as if such
statute had been in force at the date of the making and
filing of this agreement of consolidation, and/or (2)
amendments to this agreement of consolidation authorized at
the time of the making of such amendments by the laws of the
State of Louisiana, may be made; provided, however, that no
such consent or vote shall alter or change the amounts which
the holders of outstanding preferred stock are entitled to
receive as dividends or in distribution of assets in
preference to the holders of the Common Stock, or decrease
the price at which preferred stock may be redeemed, all as
hereinabove provided, except with the consent of the holders
of at least ninety per centum (90%) of the then outstanding
preferred stock, which consent may be expressed by each
stockholder either in writing or by vote at an annual or
special stockholders' meeting.
EIGHTH: No stockholder shall ever be held liable for
the contracts or faults or defaults of this Corporation in
any further sum than the unpaid balance of the
consideration, if any, due the Corporation on the shares of
stock owned by him; nor shall any mere informality in
organization or consolidation have the effect of rendering
this agreement null, or of exposing a stockholder to any
liability beyond the unpaid amount remaining due on his said
stock.
NINTH: The officers of the Corporation shall have and
exercise such powers and duties as may be conferred upon
them by the Board of Directors or the Executive Committee of
the Corporation.
TENTH: The rights of creditors and all liens upon the
property of each of the parties hereto shall be preserved
unimpaired and the property and franchises of each of said
corporations, parties hereto, shall pass to and vest in the
Corporation, subject to all lawful debts, guarantees,
liabilities and obligations existing against each of said
corporations, except as herein otherwise provided, and all
of said debts, liabilities and obligations of the New
Orleans Company and/or the Consumers Company and/or the
Citizens Company, parties hereto, shall be provided for,
paid and discharged by the Corporation, except as herein
otherwise provided, and all contracts and agreements
existing between each of said corporations, parties hereto,
and any other person, firm or corporation shall be carried
out and performed by the Corporation.
All of the rights and obligations of the New Orleans
Company arising out of and/or imposed by Ordinance No. 6822
Commission Council Series of the City of New Orleans,
adopted April 18, 1922, and known as the "Settlement
Ordinance", and Ordinances Nos. 7067, 7068 and 7069,
respectively, Commission Council Series of the City of New
Orleans, adopted September 2,1922, supplemental thereto,
and/or other ordinances supplemental thereto or amendatory
thereof, shall pass to and be assumed by the Corporation,
and nothing herein contained shall be construed as changing,
affecting or impairing the provisions of said ordinances, as
presently existing.
And the said Appearer having requested me, Notary, to
note said Restatement in authentic form, I do, by these
presents, receive said Restatement in the form of this
public act to the end that said Restatement may be
promulgated and substituted for and used in the place of the
original Consolidation Agreement of New Orleans Public
Service Inc. and the various amendments thereto.
THUS DONE AND PASSED, in multiple counterparts in the
City of New Orleans on the date first above written in the
presence of Victor Lota and Wil1iam C, Nelson, competent
witnesses, who hereunto sign their names with said Appearer
and me, Notary, after due reading of the whole.
WITNESSES:
/s/ Lionel J. Cucullu
Lionel J. Cucullu
/s/ Victor Lota
/s/ William C. Nelson
___________________________
Notary Public
DIRECTION AND CONSENT
RESTATEMENT OF ARTICLES OF INCORPORATION (CHARTER)
of
NEW ORLEANS PUBLIC SERVICE INC.
KNOW ALL MEN BY THESE PRESENTS:
The undersigned, MIDDLE SOUTH UTILITIES, INC., herein
represented by Gerald L. Andrus, its President, duly
authorized to execute this document, acting under the
provisions of Title 12, Chapter 1 of the Louisiana Revised
Statutes, being the shareholder of record of all the Common
Stock of New Orleans Public Service Inc., a corporation
existing under the laws of Louisiana, domiciled in the City
of New Orleans, organized by Consolidation Agreement dated
December 28, 1925, between New Orleans Public Service Inc.,
Consumers Electric Light & Power Company, and Citizens Light
& Power Company, Inc., and filed for record with the
Recorder of Mortgages for the Parish of Orleans on December
29, 1925, to be effective and operative January 1, 1926,
does hereby consent that the Articles of Incorporation of
New Orleans Public Service Inc. be restated with no
substantial changes in the provisions of the original
Articles or the amendments thereto, except that said
Articles as restated shall:
1. Omit the names and addresses of the Directors from
Article NINTH;
2. Amend Article SECOND so as to provide perpetual
corporate existence;
3. Amend Article FOURTH so as to expand the objects
and purposes for which the Corporation is
established to permit it to engage in any lawful
activity for which corporations may be formed
under the Business Corporation Law of Louisiana;
4. Amend Articles SEVENTH, NINTH, TENTH and ELEVENTH
so as to delete provisions which are no longer
applicable.
MIDDLE SOUTH UTILITIES, INC. does hereby authorize and
direct Lionel J. Cucullu to appear before any Notary Public
in and for the Parish of Orleans, State of Louisiana, and to
execute a Notarial act putting the Restatement and Amendment
of the Articles of Incorporation of New Orleans Public
Service Inc. into authentic form, and the said Lionel J.
Cucullu is hereby authorized to do any and all things
necessary and proper to make effective said Restatement and
Amendment.
IN WITNESS WHEREOF, this document has been executed in
duplicate original at New York, New York, on this 24th day
of September, 1969.
MIDDLE SOUTH UTILITIES, INC.
By: /s/ Gerald L. Andrus
GERALD L. ANDRUS
President
ATTEST
/s/ A. M. Fitzgerald
Secretary
I, the undersigned Secretary of New Orleans Public
Service Inc., a corporation existing under the laws of
Louisiana, domiciled in the City of New Orleans, hereby
certify that Middle South Utilities, Inc., the subscriber to
the foregoing instrument, constitutes the only holder of
shares of Common Stock of said corporation and, therefore,
constitutes the sole holder of shares entitled to vote at a
shareholder's meeting.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the seal of this corporation at New Orleans,
Louisiana, on this 29th day of September, 1969.
/s/ Victor Lota
Secretary
REPORT ACCOMPANYING RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
NEW ORLEANS PUBLIC SERVICE INC.
1 - The corporation's registered office is located at, and
its post office address is:
City of New Orleans, State of Louisiana
317 Baronne Street
70160
2 - Its registered agents are:
The President - Lionel J. Cucullu, or in his
absence one of the Vice Presidents - Michael J.
Cade, James M. Cain, John F. Morton, Charles J.
Sinnott, or in the absence of said officers, the
Secretary - Victor Lota, 317 Baronne Street, New
Orleans, La. 70160
3 - The present directors are:
Gerald L. Andrus Eben Hardie
Lionel J. Cucullu Sam Israel, Jr.
Brooke H. Duncan Arthur L. Jung, Jr.
Laurance Eustis Clayton L. Nairne
Richard W. Freeman Isidore Newman, II
John B. Smallpage
Assistant Secretary
NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
(R.S. 12:104 - R.S. 12:236)
Name of Corporation New Orleans Public Service Inc.
317 Baronne Street (P. O. Box 60340), New Orleans, Louisiana
70160
Registered Office 317 Baronne Street (P. O. Box 60340)
New Orleans, Louisiana 70160
Registered Agent(s) L. J. Cucullu, President and Director
William McCollam, Jr., Executive Vice President; M. J. Cade,
J. M. Cain, Sherwood A. Cuyler, J. F. Morton, Charles J.
Sinnott, Vice President; A. J. Brodtmann, Comptroller;
Victor Lota, Secretary and Treasurer; and J. E. Hevron,
Assistant Secretary and Assistant Treasurer, 317 Baronne
Street, New Orleans, Louisiana 70160.
Date: March 12, 1971
/s/ Victor Lota
To be signed by President, Vice
President, or Secretary
NOTE: If the registered agent is change, a copy of the
resolution by the Board of Directors of the
appointment, certified by the President, Vice-
President or Secretary must also accompany this
report.
RESOLUTION UNANIMOUSLY ADOPTED BY THE BOARD
OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
AT MEETING HELD MAY 25, 1970
On motion duly made and seconded, the following were
unanimously re-elected to the offices appearing after their
respective names:
Messrs. L. J. Cucullu, President
William McCollam, Jr., Executive Vice President
M. J. Cade, Vice President
J. M. Cain, Vice President
J. F. Morton, Vice President
Charles J. Sinnott, Vice President
A. J. Brodtmann, Comptroller
Victor Lota, Secretary and Treasurer
J. E. Hevron, Assistant Secretary and Assistant
Treasurer
On motion duly made and seconded, Mr. Sherwood A. Cuyler was
elected a Vice President of the Company.
--------------------------------------------
I, the undersigned, Secretary of New Orleans Public
Service Inc., hereby certify that the above and
foregoing is a true and correct copy of resolution
unanimously adopted by the Board of Directors of said
Company at its meeting duly called, convened and held
at its office in the City of New Orleans, on the 25th
day of May, 1970, at which a quorum was present and
acted throughout, and that said resolution is in full
force and effect at the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the Company at New Orleans,
Louisiana, this 12th day of March, 1971.
/s/ Victor Lota
Secretary
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of
Louisiana, herewith submits the following for the purpose of
giving notice of the termination of authority of a certain
agent for service of process in this state.
The current list of agents for service of process is:
James M. Cain
Charles J. Sinnott, Vice President
A. J. Brodtmann, Vice President
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans, Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. Michael J. Cade previously listed in the Company's 1977
Annual Report to the Secretary of State as serving as an
agent for service of process on behalf of the Company has
resigned, effective April 1, 1978.
The above list of agents for service of process conforms
with the requirements set forth in Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, a certified copy of which has been filed
with the Recorder of Mortgages at MOB 2160, Folio 368 on
October 6, 1969.
Dated: August 14, 1978
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ William C. Nelson
William C. Nelson
Title: Vice President & Secretary
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of
Louisiana, herewith submits the following for the purpose of
giving notice of the termination of authority of a certain
agent for service of process in this state.
The current list of agents for service of process is:
James M. Cain, President
A. J. Brodtmann, Vice President
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans, Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. Charles J. Sinnott previously listed in the Company's
1978 Annual Report to the Secretary of State as serving as
an agent for service of process on behalf of the Company has
resigned, effective June 1, 1979.
The above list of agents for service of process conforms
with the requirements set forth in Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, a certified copy of which has been filed
with the Recorder of Mortgages at MOB 2160, Folio 368 on
October 6, 1969.
Dated: June 21, 1979
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ William C. Nelson
William C. Nelson
Title: Vice President & Secretary
CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 28, 1979
MEETING
OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
Mr. Jung took the Chair and announced that all directors
elected were qualified to serve. He then asked for
nominations for the presidency of the Company. On motion
duly made and seconded, Mr. James M. Cain, was unanimously
elected President.
* * * * * * * * * * * * * *
Whereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the following named persons be, and
hereby are elected to the offices of the Company
appearing after their respective names for the ensuing
year ending May 26, 1980:
A. J. Brodtmann, Vice President - Finance
Sherwood A. Cuyler, Vice President - Public and Regulatory
Affairs
Hero J. Edwards, Jr., Vice President - Operations
Malcolm L. Hurstell, Vice President - Engineering and
Production
William C. Nelson, Vice President - Administration and Legal,
and Secretary
Donald P. Schultz, Vice President - Corporate Communications
John H. Chavanne, Controller
Harvey K. Hawkins, Treasurer
Michael P. Burns, Assistant Treasurer
W. D. Meriwether, Jr., Assistant Secretary
Donald J. Winfield, Assistant Secretary & Assistant Treasurer*
Edwin A. Lupberger, Assistant Secretary & Assistant Treasurer*
Rodney J. Estrade, Assistant Secretary & Assistant Treasurer*
* Effective as of date of receipt of requisite Federal
Energy Regulatory Commission approval.
--------------------------------------
I, the undersigned, Secretary of New Orleans Public Service
Inc., hereby certify that the above and foregoing is a true
and correct copy of excerpts from the minutes of the May 28,
1979 meeting of the Board of Directors of said Company duly
called, convened and held at its office in the City of New
Orleans, at which a quorum was present and acted throughout;
that the resolutions therein contained were unanimously
adopted by the vote of said Board, have not been altered,
amended or repealed and are in full force and effect at the
date hereof.
I hereby further certify that the individuals named in the
above and foregoing resolutions as President, Vice
Presidents and Secretary also are agents for the service of
process pursuant to the provisions of Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, a certified copy of which has been filed
with the Recorder of Mortgages, Orleans Parish, at MOB 2160,
Folio 368 on October 6, 1969.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Company at New Orleans, Louisiana, this 26th
day of July, 1979.
/s/ William C. Nelson
Secretary
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
NEW ORLEANS PUBLIC SERVICE INC.
On February 27, 1980, at a Special Meeting of
Stockholders of New Orleans Public Service Inc., a
corporation organized and existing under the laws of the
State of Louisiana, which meeting was called and convened on
February 12, 1980, and adjourned to February 27, 1980, the
stockholders of said New Orleans Public Service Inc. adopted
two separate proposals to amend the Restated Articles of
Incorporation of said corporation as follows:
Proposal 1. The eleventh paragraph of Article FIFTH of
the Restated Articles of Incorporation is amended to be and
to read in its entirety as follows:
"Except as otherwise in this Article FIFTH
provided, any class of stock may be increased at any
time upon vote of the holders of two-thirds (or such
smaller number, not less than a majority, as may be
permitted by law) of the shares of the Corporation then
issued and outstanding and entitled to vote thereon;
provided, however, that so long as any share of the 4-
3/4% Preferred Stock remains outstanding, the amount to
which the capital stock of the Corporation may be
increased is Two Hundred Million Dollars
($200,000,000)."
Proposal 2. Article FIFTH of the Restated Articles of
Incorporation is amended in the following respects:
1. The first sentence of the first paragraph of Section
II of Article FIFTH is amended to be and to read in its
entirety as follows:
"The Preferred Stock shall be issuable in one or
more series from time to time and the shares of each
series shall have the same rank and be identical with
each other and shall have the same relative rights,
except with respect to amounts payable on voluntary
liquidation as specified in Section (F) below and 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, the dates on
which dividends shall be paid in each year, 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 sinking fund
requirements (if any) for the purchase or
redemption of each series of the Preferred Stock
other than the initial series and the second
series of the Preferred Stock;
which different characteristics of clauses (a),
(b), (c), and (d) above are set forth below."
2. The penultimate sentence of paragraph (G), Section
II of Article FIFTH is amended to be and to read in its
entirety as follows:
"Nothing herein contained shall limit any legal right
of the Corporation to purchase or otherwise acquire any
shares of the Preferred Stock; provided, however, that,
so long as any shares of the Preferred Stock (which
term, for purposes of this proviso, shall include the 4-
3/4% Preferred Stock) are outstanding, the Corporation
shall not (i) make any payment, or set aside funds for
payment, into any sinking fund for the purchase or
redemption of any shares of the Preferred Stock, or
(ii) redeem, purchase or otherwise acquire less than
all of the shares of the Preferred Stock, if, at the
time of such payment or setting aside of funds for
payment into such sinking fund, or of such redemption,
purchase or other acquisition, dividends payable on the
Preferred Stock shall be in default in whole or in
part, unless prior to or concurrently with such payment
or setting aside of funds for payment into such sinking
fund, and/or such redemption, purchase or other
acquisition, as the case may be, all such defaults
shall be cured or unless such payment or setting aside
of funds for payment into such sinking fund, and/or
such redemption, purchase or other acquisition, as the
case may be, shall have been ordered, approved or
permitted under the Public Utility Holding Company Act
of 1935. Any shares of the Preferred Stock so redeemed,
purchased or acquired shall be retired and cancelled."
3. The first sentence of paragraph (I), Section II of
Article FIFTH is amended to be and to read in its entirety
as follows:
"(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 (which term, for
purposes of this Section (I), shall include the 4-3/4%
Preferred Stock) from the date(s) 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) all such dividends upon the
Preferred Stock as aforesaid shall have been paid or
declared and funds shall have been set apart for the
payment thereof upon the Preferred Stock 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 and subject to the rights of any other class
of stock then outstanding, 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."
The aforesaid Special Meeting of Stockholders of said
New Orleans Public Service Inc., held on February 27, 1980,
was duly called, convened and held pursuant to a resolution
to adjourn and reconvene adopted by at least a majority of
the stockholders present and constituting a quorum at the
Special Meeting of Stockholders held on February 12, 1980,
which was duly called, convened and held pursuant to due
notice thereof. At the meeting of February 27, 1980:
(1) There were present in person or represented by
proxy the holders of 64,951 shares of the class of 4-
3/4% Preferred Stock, $100 par value ("4-3/4% Preferred
Stock"), of said New Orleans Public Service Inc. out of
a total of 77,798 shares of the 4-3/4% Preferred Stock
of said Corporation outstanding, 94,706 shares of the
separate class of serial Preferred Stock, $100 par
value ("Preferred Stock"), of said New Orleans Public
Service Inc. out of a total of 120,000 shares of the
Preferred Stock of said Corporation outstanding, and
5,935,900 shares of the Common Stock, $10 par value
("Common Stock"), of said New Orleans Public Service
Inc. out of a total of 5,935,900 shares of the Common
Stock of said Corporation outstanding, making a total
of 6,095,557 shares of the 4-3/4% Preferred Stock, the
Preferred Stock and the Common Stock present at the
meeting in person or represented by proxy out of the
total number of 6,133,698 shares of the 4-3/4%
Preferred Stock, the Preferred Stock and the Common
Stock of said Corporation outstanding, constituting the
presence in person or by proxy of more than 40% and, in
fact, more than 99.3% of the total number of shares of
the 4-3/4% Preferred Stock, the Preferred Stock and the
Common Stock of said Corporation outstanding, and being
a quorum for all purposes.
(2) Proposal 1 to amend the Restated Articles of
Incorporation of said New Orleans Public Service Inc.
as set forth hereinabove was adopted (A) by the
affirmative vote of 64,430 shares of the 4-3/4%
Preferred Stock voting as a class, being more than two-
thirds and, in fact, more than 82.8% of the total
number of shares (77,798) of the 4-3/4% Preferred Stock
outstanding as aforesaid, with 120 shares of the 4-3/4%
Preferred Stock being voted against said Proposal 1 in
such class vote; and (B) by the affirmative vote of
5,935,900 shares of the Common Stock voting as a class,
being 100% of the total number of shares of the Common
Stock outstanding, with no shares of the Common Stock
being voted against said Proposal 1 in such last
mentioned class vote.
(3) Proposal 2 to amend the Restated Articles of
Incorporation of said New Orleans Public Service Inc.
as set forth hereinabove was adopted (A) by the
affirmative vote of 56,662 shares of the 4-3/4%
Preferred Stock voting as a class, being more than two-
thirds and, in fact, more than 72.8% of the total
number of shares (77,798) of the 4-3/4% Preferred Stock
outstanding as aforesaid, with 7638 shares of the 4-
3/4% Preferred Stock being voted against said Proposal
2 in such class vote; (B) by the affirmative vote of
82,628 shares of the Preferred Stock voting as a class,
being more than two-thirds and, in fact, more than
68.8% of the total number of shares (120,000) of the
Preferred Stock outstanding as aforesaid, with 10,885
shares of the Preferred Stock being voted against said
Proposal 2 in such class vote; and (C) by the
affirmative vote of 5,935,900 shares of the Common
Stock voting as a class, being 100% of the total number
of shares of the Common Stock outstanding, with no
shares of the Common Stock being voted against said
Proposal 2 in the last mentioned class vote.
(4) The Restated Articles of Incorporation of said
New Orleans Public Service Inc. were not amended in any
other respect than as set forth hereinabove, and all of
the provisions of said Restated Articles of
Incorporation, as amended as hereinabove set forth,
relating in any way to the shares of stock of said
Corporation are incorporated and stated in these
Articles of Amendment by reference.
These Articles of Amendment are executed on and
dated the 27th day of February, 1980.
NEW ORLEANS PUBLIC SERVICE INC.
BY: /s/ James M. Cain
James M. Cain, President
BY: /s/ William C. Nelson
William C. Nelson, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared James M. Cain and William C. Nelson, to me
known and known to me to be the President and the Secretary,
respectively, of New Orleans Public Service Inc. and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name
of the said New Orleans Public Service Inc., as its and
their free act and deed, being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
NEW ORLEANS PUBLIC SERVICE INC.
/s/ William C. Nelson
William C. Nelson, Secretary
NEW ORLEANS PUBLIC SERVICE INC.
Sworn to and subscribed before
me at New Orleans, Louisiana, on
this 27th day of February, 1980.
Notary Public
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION
of
NEW ORLEANS PUBLIC SERVICE INC.
On March 19, 1980, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by resolutions
unanimously adopted by all the shareholders of said
corporation entitled to vote on the matter, amended
Article FIFTH of the Restated Articles of Incorporation
of said corporation as follows:
(1) The first three paragraphs of Article FIFTH are
amended to be and to read in their entirety as follows:
"FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-Seven Million Four
Hundred Nine Thousand Eight Hundred Dollars
($77,409,800), together with the aggregate par value
of capital stock issued after September 1, 1969, by
this Corporation as hereinafter provided.
"The total authorized number of shares of
capital stock that may be issued by the Corporation
shall be 7,347,798 shares, of which 7,000,000 shares
shall have a par value of $10 per share and 347,798
shares shall have a par value of $100 per share.
"The shares of capital stock hereby authorized
to be issued shall be divided among the following
classes:
7,000,000 shares of $10 par value per share
shall be Common Stock;
77,798 shares of $100 par value per share shall
be 4-3/4% Preferred Stock (hereinafter
sometimes referred to as the 4-3/4% Preferred
Stock'): and
270,000 shares of $100 par value per share
shall be Preferred Stock (which, together with
such additional shares thereof as may be
hereafter authorized, is hereinafter sometimes
referred to as the 'Preferred Stock')."
(2) The first paragraph of Section II of Article
FIFTH is amended to be and to read in its entirety as
follows:
"The Preferred Stock shall be issuable in one
or more series from time to time and the shares of
each series shall have the same rank and be
identical with each other and shall have the same
relative rights, except with respect to amounts
payable on voluntary liquidation as specified in
Section (F) below and 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, the dates on
which dividends shall be paid in each year, 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 sinking fund
requirements (if any) for the purchase or
redemption of each series of the Preferred
Stock other than the initial series and the
second series of the Preferred Stock;
which different characteristics of clauses (a),
(b), (c), and (d) above are set forth below.
The initial series of the Preferred Stock
shall:
(a) consist of 60,000 shares and be
designated "4.36% Preferred Stock";
(b) have a dividend rate of Four and
36/100 Dollars ($4.36) per share per annum
payable quarterly on January 1, April 1, July 1
and October 1 of each year; such dividends
shall accumulate on each share from the
quarterly dividend payment date next preceding
the date of the original issue of such share,
unless such stock shall be issued on a
quarterly dividend payment date and in such
case from said date. The first quarterly
dividend shall be payable on April 1, 1956, and
shall be cumulative from January 1, 1956; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred
Stock at the price of One Hundred Seven and
08/100 Dollars ($107.08) per share if redeemed
on or before January 1, 1961, of One Hundred
Six and 08/100 Dollars ($106.08) per share if
redeemed after January 1, 1961, and on or
before January 1, 1966, and of One Hundred Four
and 58/100 Dollars ($104.58) per share if
redeemed after January 1, 1966, in each case
plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the
date fixed for redemption.
The second series of the Preferred Stock shall:
(a) consist of 60,000 shares and be
designated "5.56% Preferred Stock";
(b) have a dividend rate of Five and
56/100 Dollars ($5.56) per share per annum
payable quarterly on January 1, April 1, July 1
and October 1 of each year; such dividends
shall accumulate on each share from and
including April 26, 1967. The first dividend
shall be payable on July 1, 1967, and shall be
cumulative from and including April 26, 1967;
and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred
Stock at the price of One Hundred Six and
65/100 Dollars ($106.65) per share if redeemed
on or before April 1, 1972, of One Hundred Four
and 09/100 Dollars ($104.09) per share if
redeemed after April 1, 1972, and on or before
April 1, 1977, and of One Hundred Two and
59/100 Dollars ($102.59) per share if redeemed
after April 1, 1977, in each case plus an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed
for redemption.
The third series of the Preferred Stock shall:
(a) consist of 150,000 shares and be
designated "15.44% Preferred Stock";
(b) have a dividend rate of Fifteen and
44/100 Dollars ($15.44) per share per annum
payable quarterly on January 1, April 1, July 1
and October 1 of each year; such dividends
shall accumulate on each share from and
including March 27, 1980. The first dividend
shall be payable on July 1, 1980, and shall be
cumulative from and including March 27, 1980;
(c) be subject to redemption in the manner
provided herein with respect to the Preferred
Stock at the price of One Hundred Fifteen and
44/100 Dollars ($115.44) per share if redeemed
on or before March 1, 1985 (except that no
share of the 15.44% Preferred Stock shall be
redeemed prior to March 1, 1985 if such
redemption is for the purpose or in
anticipation of refunding such share through
the use, directly or indirectly, of funds
borrowed by the Corporation, or through the
use, directly or indirectly, of funds derived
through the issuance by the Corporation of
stock ranking prior to or on a parity with the
15.44% Preferred Stock as to dividends or
assets, if such borrowed funds have an
effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice) or such stock has an
effective dividend cost to the Corporation (so
computed) of less than 15.7341% per annum), of
(One Hundred Eleven and 58/100 Dollars
($111.58) per share if redeemed after March 1,
1985, and on or before March 1, 1990, of One
Hundred Seven and 72/100 Dollars ($107.72) per
share if redeemed after March 1, 1990, and on
or before March 1, 1995, and of One Hundred
Three and 86/100 Dollars ($103.86) per share if
redeemed after March 1, 1995, in each case plus
an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date
fixed for redemption; and
(d) without the vote of the issued and
outstanding Common Stock, be subject to
redemption as and for a sinking fund as
follows: on March 1, 1985 and on each March 1
thereafter (each such date being hereinafter
referred to as a "Third Series Sinking Fund
Redemption Date"), for so long as any shares of
the 15.44% Preferred Stock shall remain
outstanding, the Corporation shall redeem, out
of funds legally available therefor and
otherwise in the manner provided herein with
respect to the Preferred Stock, 7,500 shares of
the 15.44% Preferred Stock (or the number of
shares then outstanding if less than 7,500) 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
so to redeem the shares of the 15.44% Preferred
Stock being hereinafter referred to as the
"Third Series Sinking Fund Obligation"); the
Third Series Sinking Fund Obligation shall be
cumulative; if on any Third Series Sinking Fund
Redemption Date the Corporation shall not have
funds legally available therefor sufficient to
redeem the full number of shares required to be
redeemed on that date, the Third Series Sinking
Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive
Third Series Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever
on any Third Series Sinking Fund Redemption
Date, the funds of the Corporation legally
available for the satisfaction of the Third
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 15.44% Preferred
Stock (such Obligation and obligations
collectively being hereinafter referred to as
the "Total Sinking Fund Obligation") are
insufficient to perrnit the Corporation to
satisfy fully its Total Sinking Fund Obligation
on that date, the Corporation shall apply to
the satisfaction of its Third Series Sinking
Fund Obligation on that date that proportion of
such legally available funds which is equal to
the ratio of such Third Series Sinking Fund
Obligation to such Total Sinking Fund
Obligation; in addition to the Third Series
Sinking Fund Obligation the Corporation shall
have the option, which shall be non-cumulative,
to redeem, upon authorization of the Board of
Directors, on each Third Series Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 7,500 additional shares
of the 15.44% Preferred Stock; the Corporation
shall be entitled, at its election, to credit
against its Third Series Sinking Fund
Obligation on any Third Series Sinking Fund
Redemption Date any shares of the 15.44%
Preferred Stock (including shares of the 15.44%
Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the
15.44% Preferred Stock redeemed pursuant to the
Third Series Sinking Fund Obligation, purchased
or otherwise acquired and not previously
credited against the Third Series Sinking Fund
Obligation."
The Restated Articles of Incorporation of the said
New Orleans Public Service Inc. were amended by its
shareholders as aforesaid by the Unanimous Written
Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on March 19, 1980, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 5,935,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 5,935,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendments to its Restated Articles of Incorporation; and
in and by said Unanimous Written Consent the said Middle
South Utilities, Inc. affirmatively voted all of said
stock in favor of, authorized, consented to, approved and
constituted as the corporate action of the said New
Orleans Public Service Inc., the amendment of its
Restated Articles of Incorporation as hereinabove set
forth.
The Restated Articles of Incorporation of said New
Orleans Public Service Inc., as heretofore amended, were
not amended in any other respect than as set forth
hereinabove, and all of the provisions of said Restated
Articles of Incorporation, as heretofore amended and as
amended as hereinabove set forth, relating in any way to
the shares of stock of said New Orleans Public Service
Inc. are incorporated and stated in these Articles of
Amendment by reference.
These Articles of Amendment are executed on and
dated the 19th day of March. 1980.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
JAMES M. CAIN, President
By: /s/ William C. Nelson
WILLIAM C. NELSON. Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) ss.:
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and WILLIAM C. NELSON, to
me known and known to me to be the President and the
Secretary, respectively, of NEW ORLEANS PUBLIC SERVICE
INC. and the persons who executed the foregoing
instrument in such capacities, and who, after being first
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of New Orleans Public
Service Inc., as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ William C. Nelson
William C. Nelson, Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at New
Orleans, Louisiana, on this l9th day of
March, 1980.
Notary Public
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
UNITED STATES OF AMERICA
STATE OF LOUISIANA
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of
Louisiana, herewith submits the following for the purpose of
giving notice of the termination of authority of a certain
agent for service of process in this state.
The current list of agents for service of process is:
James M. Cain, President
John H. Chavanne, Vice President
and Treasurer
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans, Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. A. J. Brodtmann previously listed in the Company's 1979
Annual Report to the Secretary of State as serving as an
agent for service of process on behalf of the Company has
resigned, effective November 1, 1980.
The above list of agents for service of process conforms
with the requirements set forth in Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, which said Article Third has not been
since amended and a certified copy of said Restatement was
filed with the Recorder of Mortgages, Orleans Parish, at MOB
2160, Folio 368 on October 6, 1969.
Dated: July 15, 1981
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Floyd A. Hennen
Floyd A. Hennen
Title: Corporate Counsel &
Assistant Secretary
CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 25, 1981
MEETING
OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
Mr. Freeman took the Chair and announced that all directors
elected were qualified to serve. He then asked for
nominations for the presidency of the Company. On motion
duly made and seconded, Mr. James M. Cain, was unanimously
elected President.
* * * * * * * * * * * * * *
Whereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the following named persons be, and
hereby are elected to the offices of the Company
appearing after their respective names for the ensuing
year ending May 24, 1982:
John H. Chavanne, Vice President and Treasurer
Sherwood A. Cuyler, Vice President - Public and Regulatory
Affairs
Hero J. Edwards, Jr., Vice President - Operations
Malcolm L. Hurstell, Vice President - Engineering and
Production
William C. Nelson, Vice President - Administration and Legal,
and Secretary
Donald P. Schultz, Vice President - Corporate Communications
Sterling F. Ohlmeyer, Assistant Treasurer
Floyd A. Hennen, Assistant Secretary
Edwin A. Lupberger, Assistant Secretary & Assistant Treasurer
Rodney J. Estrade, Assistant Secretary & Assistant Treasurer
- --------------------------------------
I, the undersigned, Secretary of New Orleans Public Service
Inc., hereby certify that the above and foregoing is a true
and correct copy of excerpts from the minutes of the May 25,
1981 meeting of the Board of Directors of said Company duly
called, convened and held at its office in the City of New
Orleans, at which a quorum was present and acted throughout;
that the resolutions therein contained were unanimously
adopted by the vote of said Board, have not been altered,
amended or repealed and are in full force and effect at the
date hereof.
I hereby further certify that the individuals named in the
above and foregoing resolutions as President, Vice
Presidents and Secretary also are agents for the service of
process pursuant to the provisions of Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, which said Article THIRD has not been
since amended and a certified copy of said Restatement as
filed with the Recorder of Mortgages, Orleans Parish, at MOB
2160, Folio 368 on October 6, 1969.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Company at New Orleans, Louisiana, this 15th
day of July, 1981.
/s/ Floyd A. Hennen
Assistant Secretary
ARTICLES OF AMENDMENT
to the
RESTATEMENT OE ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On January 23, 1984, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended the
first sentence of Article SIXTH of the Restatement of
Articles of Incorporation, as amended, of said
corporation to read in its entirety as follows:
The corporate power of this Corporation shall
be vested in, and exercised by, a Board of Directors
to be composed of not less than nine (9) nor more
than fifteen (15) persons, to be elected annually at
the annual meeting of stockholders.
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on January 23, 1984, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 5,935,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 5,935,900 shares being al1 of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote onthe foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
These Articles of Amendment are executed on and
dated the 23rd day of January , 1984.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ William H. Talbot
William H. Talbot
Corporate Secretary
ACKNOWLEDGMENT
STATE 0F L0UISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
case and appeared JAMES M. CAIN and WILLIAM H. TALBOT, to
me known and known to me to be the President and the
Corporate Secretary, respectively, of New Orleans Public
Service Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did doolare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Service Inc., as its and their free act and deed,
being thereunto duly authorized.
/s/James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ William H. Talbot
William H. Talbot
Corporate Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me
New Orleans, Louisiana, on this 23rd day
of January, 1984.
/s/ Melvin I. Schwartzman
Notary Public
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On February 21, 1985, the shareholders of New
Orleans Public Service Inc., a corporation organized and
existing under the laws of the State of Louisiana, by a
resolution unanimously adopted by all of the shareholders
of said corporation entitled to vote on the matter,
amended the first three paragraphs of Article FIFTH of
the Restatement of Articles of Incorporation, as amended,
of said corporation to read in their entirety as follows:
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four
Hundred Nine Thousand Eight Hundred Dollars
($77,409,800), together with the aggregate par value
of capital stock issued after September 1, 1969, by
this Corporation as hereinafter provided.
The total authorized number of shares of
capital stock that may be issued by the Corporation
shal1 be 10,347,798 shares, of which 10,000,000
shares shall have a par value of $10 per share and
347,798 shares shall have a par value of $100 per
share.
The shares of capital stock hereby authorized
to be issued shall be divided among the following
classes:
10,000,000 shares of $10 par value per share
shall be Common Stock;
77,798 shares of $100 par value per share shall
be 4-3/4% Preferred Stock (hereinafter
sometimes referred to as the "4-3/4% Preferred
Stock"); and
270,000 shares of $100 par value per share
shall be Preferred Stock (which, together with
such additional shares thereor as may be
hereafter authorized, is hereinafter sometimes
referred to as the "Preferred Stock").
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on February 21, 1985, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 5,935,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 5,935,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended,
was not amended in any other respect than as set forth
hereinabove, and all of the provisions of said
Restatement of Articles of Incorporation, as heretofore
amended and as amended as hereinabove set forth, relating
in any way to the shares of stock of said New Orleans
Public Service Inc. are incorporated and stated in these
Articles of Amendment by reference.
These Articles of Amendment are executed on and
dated the 21st day of February, 1985.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and W. H. TALBOT, to me
known and known to me to be the President and the
Secretary, respectively, of New Orleans Public Service
Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Service Inc., as its and their free act and deed,
being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President,
New Orleans Public Service Inc.
/s/ W. H. Talbot
W. H. Talbot, Secretary,
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisian, on this 21st day
of February , 1985.
/s/ Melvin I. Schwartzmann
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On November 21, 1988, the shareholders of New
Orleans Public Service Inc., a corporation organized and
existing under the laws of the State of Louisiana, by a
resolution unanimously adopted by all of the shareholders
of said corporation entitled to vote on the matter,
amended the first three paragraphs of Article FIFTH of
the Restatement of Articles of Incorporation, as amended,
of said corporation to read in their entirety as
follows:
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four
Hundred Nine Thousand Eight Hundred Dollars
($77,409,800), together with the aggregate par value
of capital stock issued after September 1, 1969, by
this Corporation as hereinafter provided.
The total authorized number of shares of
capital stock that may be issued by the Corporation
shall be 10,347,798 shares, of which 10,000,000
shares shall have a par value of $4 per share and
347,798 shares shall have a par value of $lO0 per
share.
The shares of capital stock hereby authorized
to be issued shall be divided among the following
classes:
10,000,000 shares of $4 par value per
share shall be Common Stock;
77,798 shares of $100 par value per share
shall be 4 3/4% Preferred Stock (hereinafter
sometimes referred to as the "4 3/4% Preferred
Stock"); and
270,000 shares of $100 par value per share
shall be Preferred Stock (which, together with
such additional shares thereof as may be
hereafter authorized, is hereinafter sometimes
referred to as the "Preferred Stock").
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on November 2l, 1988, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 8,435,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 8,435,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended,
was not amended in any other respect than as set forth
hereinabove, and all of the provisions of said
Restatement of Articles of Incorporation, as heretofore
amended and as amended as hereinabove set forth, relating
in any way to the shares of stock of said New Orleans
Public Service Inc. are incorporated and stated in these
Articles of Amendment by reference.
These Articles of Amendment are executed on and
dated the 21st day of November, 1988.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ T. O. Lind
Thomas O. Lind, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and THOMAS O. LIND, to me
known and known to me to be the President and the
Secretary, respectively, of New Orleans Public Service
Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acklowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Service Inc., as its and their free act and deed,
being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ Thomas O. Lind
Thomas O. Lind, Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st
day of November, 1988.
/s/ W. Brewer, III
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On June 12 , 1989, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended the
first sentence of the first paragraph of Article SIXTH of
the Restatement of Articles of Incorporation, as amended,
of said corporation to read in its entirety as follows:
SIXTH: The corporate power of this Corporation
shall be vested in, and exercised by, a Board of
Directors to be composed of not less than seven (7)
nor more than fifteen (15) persons, to be elected
annually at the annual meeting of stockholders.
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on June 12, 1989, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Entergy
Corporation, which was then and is now the sole owner and
shareholder of record of 8,435,900 shares of the Common
Stock of the said New Orleans Public Service Inc., said
8,435,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Entergy Corporation
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended,
was not amended in any other respect than as set forth
hereinabove, and all of the provisions of said
Restatement of Articles of Incorporation, as heretofore
amended and as amended as hereinabove set forth, relating
in any way to the shares of stock of said New Orleans
Public Service Inc. are incorporated and stated in these
Articles of Amendment by reference.
These Articles of Amendment are executed on and
dated the 12th day of June, 1989.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ N. J. Briley
N. J. Briley
Assistant Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and N. J. BRILEY, to me
known and known to me to be the President and the
Assistant Secretary, respectively, of New Orleans Public
Service Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Inc., as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ N. J. Briley
N. J. Briley, Assistant Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 12th
day of June, 1989.
/s/ Mary Hull Tooke
Notary Public
My commission is issued for life.
NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
Name of Corporation: New Orleans Public Service Inc.
Registered Office: 639 Loyola Avenue, New Orleans, LA 70113
Name and Address of Registered Agents(s)
William M. Brewer, III, 225 Baronne Street, 26th Floor, New
Orleans, Louisiana 70112
Thomas O. Lind, 225 Baronne Street, 26th Floor, New Orleans,
Louisiana 70112
Mary Hull Tooker, 225 Baronne Street, 26th Floor, New Orleans,
Louisiana 70112
Date: April 12, 1993
/s/ J. J. Cordaro
To be signed by President,
Vice-President, or Secretary
NOTE If the registered agent is changed, a copy of the
resolution by the Board of Directors of the
appointment, certified by the President, Vice-President
or Secretary must also accompany this report.
ARTICLES OF AMENDMENT
TO THE
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
OF
NEW ORLEANS PUBLIC SERVICE INC.
On May 5, 1994, the stockholders of New Orleans Public
Service Inc., a corporation organized and existing under the
laws of the State of Louisiana, by a resolution unanimously
adopted by all of the shareholders of said corporation
entitled to vote on the matter, amended the first paragraph
of Article SIXTH of the Restatement of Articles of
Incorporation, as amended, of said corporation to read in
its entirety as follows:
"SIXTH: The corporate power of this Corporation
shall be vested in, and exercised by, a Board of
Directors to be composed of not less than three
(3) nor more than fifteen (15) persons, to be
elected annually at a meeting of stockholders to
be held on any date selected by the stockholders.
The number of persons, within the foregoing
limits, to compose the Board of Directors at any
given time, shall be fixed either by the
stockholders or by the Board of Directors. A
majority of the Board of Directors shall
constitute a quorum for the transaction of
business unless the By-Laws of this Corporation,
adopted by the Board of Directors, shall provide
for a lesser number."
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote thereon,
signed and executed on May 5, 1994, in accordance with and
pursuant to the authority granted in and by the laws of the
State of Louisiana and particularly, but not by way of
limitation, Section 76 of Title 12 of the Louisiana Revised
Statutes of 1950, as amended, the said Unanimous Written
Consent having been signed and executed on the date
aforesaid by Entergy Corporation, which was then and is now
the sole owner and shareholder of record of 8,435,900 shares
of the Common Stock of the said New Orleans Public Service
Inc., said 8,435,900 shares being all of the outstanding
Common Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and being
all of the capital stock of the said New Orleans Public
Service Inc. entitled to vote on the foregoing amendment to
its Restatement of Articles of Incorporation, as amended;
and in and by said Unanimous Written Consent the said
Entergy Corporation affirmatively voted all of said stock in
favor of, authorized, consented to, approved and constituted
as the corporate action of the said New Orleans Public
Service Inc., the amendment of its Restatement of Articles
of Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended, was
not amended in any other respect than as set forth
hereinabove, and all of the provisions of said Restatement
of Articles of Incorporation, as heretofore amended and as
amended as hereinabove set forth, relating in any way to the
shares of stock of said New Orleans Public Service Inc. are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated
the 21st day of July, 1994.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Glenn E. Harder
Glenn E. Harder, Vice President
By: /s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came
and appeared Glenn E. Harder and Christopher T. Screen, to
me known and known to me to be a Vice President and the
Assistant Secretary, respectively, of New Orleans Public
Service Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Inc., as its and their free act and deed, being
thereunto duly authorized.
/s/ Glenn E. Harder
Glenn E. Harder, Vice President
New Orleans Public Service Inc.
/s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st day
of July, 1994
/s/ Mary H. Tooke
Notary Public
My Commission is issued for life.