Exhibit 3-C
CERTIFICATE OF INCORPORATION
OF
PENELEC PREFERRED CAPITAL II, INC.
It is hereby certified that:
FIRST: The name of the corporation (hereinafter called the
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"corporation") is Penelec Preferred Capital II, Inc.
SECOND: The address, including street, number, city and county, of the
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registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, County of New Castle; and the name of the registered
agent of the corporation in the State of Delaware at such address is Corporation
Service Company.
THIRD: The nature of the business or purposes to be conducted or
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promoted by the corporation are as follows:
(1) To subscribe for and be a holder of general partner
interests of Penelec Capital II, L.P., a limited partnership formed
under the laws of the State of Delaware ("Penelec Capital"), to be a
general partner of Penelec Capital II and to discharge such duties and
take any and all such actions as may be necessary, appropriate or
desirable in such capacity as may from time to time be provided in
Penelec Capital's limited partnership agreement and applicable
provisions of law.
(2) To issue and sell its capital stock in exchange for cash
or other consideration to fund its acquisition of such general partner
interests and to enable it to have sufficient net worth for Penelec
Capital to be treated as a partnership for federal income tax purposes,
and/or to lend such cash or other consideration to the entity which
acquires such capital stock.
(3) The corporation shall not conduct any other business
except with respect to and incident to the activities provided for in
clauses (1) and (2) of this Article THIRD.
FOURTH: The total number of shares of stock which the corporation shall
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have authority to issue is one hundred (100) shares, par value $.01 per share.
All such shares are of one class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
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follows:
NAME MAILING ADDRESS
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T.G. Howson c/o GPU Service, Inc.
310 Madison Avenue
Morristown, New Jersey 07962-1957
SIXTH: The corporation is to have perpetual existence.
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SEVENTH: The personal liability of the directors of the corporation is
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hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented from time to time.
EIGHTH: Notwithstanding any other provision of law that may otherwise
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so empower the corporation, for such time as Pennsylvania Electric Company, or
its successor or assign, is the sole stockholder of the corporation, the
corporation shall not, without the prior written consent of such sole
stockholder, do any of the following:
(1) dissolve or liquidate, in whole or in part;
(2) merge or consolidate with, or sell all or substantially
all of its assets to, any person, firm, corporation, partnership or
other entity unless, in the case of a merger or consolidation, the
surviving corporation in such merger or the corporation resulting from
such consolidation shall have a certificate of incorporation containing
provisions substantially identical to the provisions of Article THIRD
and this Article EIGHTH and, in the case of a sale of assets, the
acquiring corporation shall have assumed all of the liabilities and
obligations of this corporation and shall have a certificate of
incorporation containing provisions substantially identical to the
provisions of Article THIRD and this Article EIGHTH;
(3) to the extent permitted by law, file or consent to or
acquiesce in a petition seeking an order under the Federal Bankruptcy
Code, as amended, make an assignment for the benefit of creditors or
consent to or fail to contest the appointment of a custodian or
receiver of all or any substantial part of its property, or file a
petition or answer seeking, consenting to or acquiescing in the
granting of relief under any other applicable bankruptcy, insolvency or
similar law or statute of the United States of America or any state
thereof;
(4) amend this Certificate of Incorporation to alter in any
manner or delete Article THIRD or this Article EIGHTH; or
(5) incur any indebtedness.
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NINTH: From time to time any of the provisions of this Certificate of
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Incorporation may, subject to the provisions of paragraph (4) of Article EIGHTH,
be amended, altered or repealed, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted in the
manner and at the time prescribed by said laws, and all rights at any time
conferred upon the stockholders of the corporation by this Certificate of
Incorporation are granted subject to the provisions of this Article NINTH.
TENTH: Unless and except to the extent that the By-Laws of the
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corporation so require, the election ofdirectors of the corporation need not be
by written ballot.
ELEVENTH: In furtherance and not in limitation of the powers conferred
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by the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered to make, alter and repeal the By-Laws of the
corporation, subject to the power of the stockholders of the corporation to
alter or repeal any By-Laws made by the Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
August, 1998.
/s/ T. G. Howson
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T.G. Howson
Sole Incorporator
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