Exhibit 3(b)2
Articles of Amendment to Joint Agreement Between Alabama
Power Company and Birmingham Electric Company
Prescribing the Terms and Conditions of Merger
Of Birmingham Electric Company Into and
With Alabama Power Company
STATE OF ALABAMA )
)
JEFFERSON COUNTY )
We, Charles D. McCrary and William E. Zales, Jr., respectively the
President and Corporate Secretary of Alabama Power Company, a corporation, do
hereby certify that, at a meeting of the Board of Directors of said corporation
duly called and held at the office of said corporation in the City of
Birmingham, Alabama, on the 26th day of October, 2001, at 10:15 o'clock A.M.,
Central Time, a majority and quorum of Directors being present, the following
resolutions were duly adopted by said Board of Directors:
WHEREAS, the charter, as amended, provides that the Board of Directors
shall have, and is hereby granted the power and authority to divide the
unissued shares of preferred stock and Class A preferred stock into
series and to fix and determine the relative rights and preferences of
any such series of preferred stock and Class A preferred stock;
WHEREAS, the Board of Directors designated 500,000 shares of Class A
preferred stock as shares of Auction Class A cumulative preferred stock
(1988 Series) (stated capital $100 per share) (the "1988 Auction
Preferred Stock") and determined the relative rights and preferences of
such shares of Auction Class A cumulative preferred stock by resolution
as filed with the Secretary of State as of November 22, 1988;
WHEREAS, the Board of Directors designated 200 shares of Class A
preferred stock as shares of Auction Class A cumulative preferred stock
(1993 Series) (stated capital $100,000 per share) (the "1993 Auction
Preferred Stock") and determined the relative rights and preferences of
such shares of Auction Class A preferred stock by resolution as filed
with the Secretary of State as of November 2, 1993;
WHEREAS, the Board of Directors hereby desires to amend such provisions
determining the Auction Procedures of the 1988 Auction Preferred Stock
and the 1993 Auction Preferred Stock whereby the definition of "Rate
Multiple" shall be amended to reflect current market terms and
conditions; and
WHEREAS, the amendment shall be submitted to a vote by the shareholders
of all issued and outstanding shares of common stock and by the
shareholders of all issued and outstanding shares of the 1988 Auction
Preferred Stock and 1993 Auction Preferred Stock.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
approves and adopts an amendment to the Charter of the Company to amend
certain terms of the Auction Procedures for the 1988 Auction Preferred
Stock to include the following amendment to the Joint Agreement Between
Alabama Power Company and Birmingham Electric Company Prescribing the
Terms and Conditions of Merger Of Birmingham Electric Company Into and
With Alabama Power Company, dated as of October 21, 1952, as amended,
as filed with the Alabama Secretary of State as of November 22, 1988:
The Prevailing Rating Table in Part II, Auction Procedures, 1.
Certain Definitions, paragraph (r) "Rate Multiple" is hereby
deleted in its entirety and replaced with the following:
Articles of Amendment Alabama Power Company - 11-21-01.doc
Prevailing Rating* Percentage
AA/aa or Above 150%
A/a 175%
BBB/baa 200%
Below BBB/baa 250%
* As explained below, in the event of a split rating the prevailing
rating will be determined by reference to the lower of the two ratings.
3
Articles of Amendment Alabama Power Company - 11-21-01.doc
RESOLVED FURTHER, that the Board of Directors hereby approves and
adopts an amendment to the Charter of the Company to amend certain
terms of the Auction Procedures for the 1993 Auction Preferred Stock to
include the following amendment to the Joint Agreement Between Alabama
Power Company and Birmingham Electric Company Prescribing the Terms and
Conditions of Merger Of Birmingham Electric Company Into and With
Alabama Power Company, dated as of October 21, 1952, as amended, as
filed with the Alabama Secretary of State as of November 2, 1993:
The Prevailing Rating Table in Part II, Auction Procedures, 1.
Certain Definitions, paragraph (r) "Rate Multiple" is hereby
deleted in its entirety and replaced with the following:
Prevailing Rating* Percentage
AA/aa or Above 150%
A/a 175%
BBB/baa 200%
Below BBB/baa 250%
* As explained below, in the event of a split rating the prevailing
rating will be determined by reference to the lower of the two ratings.
RESOLVED FURTHER, that the Board of Directors hereby recommends the
proposed amendments described above to the shareholders and the
proposed amendments shall be submitted to a vote of the shareholders
and the Board of Directors hereby calls a special meeting for that
purpose;
RESOLVED FURTHER, That the date, time and location of such special
meeting, and any record date with respect thereto, shall be as
determined by the officers in their discretion and caused by them to be
specified in the notice of such meeting;
RESOLVED FURTHER: that the officers of the Company be and hereby are
authorized to solicit proxies or consents from the shareholders of the
Company for use in connection with such special meeting and to employ
such broker-dealers, dealer-managers, proxy solicitors or other parties
and to incur such costs and expenses (including payments to
shareholders who vote affirmatively) in soliciting such proxies as the
officers shall consider necessary or appropriate; and
RESOLVED FURTHER, that, in connection with the foregoing authorization
and to carry out its purposes and intents, the officers of the Company
be and they hereby are authorized to take any and all actions on behalf
of the Company as they shall consider necessary or appropriate,
including execution and filing of any applications or other documents
with the Securities and Exchange Commission and other regulatory
authorities and execution and delivery of agreements with
broker-dealers, dealer-managers, proxy solicitors or other parties.
We do further certify that at the close of business on November 1,
2001, the record date, Alabama Power Company had 6,000,000 shares of common
stock issued and outstanding, and 500,000 shares of the 1988 Auction Preferred
Stock and 200 shares of the 1993 Auction Preferred Stock issued and outstanding.
All of such outstanding shares of the 1988 Auction Preferred Stock and 1993
Auction Preferred Stock were entitled to vote on the above proposal as a single
class, each share of 1988 Auction Preferred Stock being counted as one, each
share of 1993 Auction Preferred Stock being counted as 1,000. The adoption of
the above proposal required the affirmative vote in favor thereof of (i) the
holders of a majority of the shares of the common stock of Alabama Power Company
voting at the meeting and (ii) the holders of a majority of the shares of the
1988 Auction Preferred Stock and 1993 Auction Preferred Stock voting at the
meeting, voting as a single class and counted as described above; and
We do further certify that at said meeting all of the 6,000,000 shares
of common stock outstanding voted affirmatively for the adoption of the
proposal, and of the total shares of 1988 Auction Preferred Stock and 1993
Auction Preferred Stock voting at the meeting (counting shares as described
above) 377,000 shares voted affirmatively for the adoption of the proposal, 0
shares voted against the proposal and 0 shares abstained, such affirmative votes
being sufficient for the adoption of the proposal.
We, Charles D. McCrary and William E. Zales, Jr., as President and
Corporate Secretary, respectively, of Alabama Power Company, do hereby make this
report of such meeting and certify that such amendment, as set forth above, was
duly adopted in accordance with the applicable provisions of the Alabama
Business Corporation Act; and we do further certify that the proceedings of said
meeting of the Board of Directors and said special meeting of the shareholders
were reduced to writing and that the same are hereby certified by Charles D.
McCrary, the President, and William E. Zales, Jr., the Corporate Secretary, of
Alabama Power Company, under its corporate seal.
IN WITNESS WHEREOF, we, Charles D. McCrary and William E. Zales, Jr.,
as President and Corporate Secretary, respectively, of Alabama Power Company, do
hereunto set our hands and seal of such corporation on the 21st day of November,
2001.
CHARLES D. MCCRARY
President, Alabama Power Company
WILLIAM E. ZALES, JR.
Corporate Secretary, Alabama Power Company
UNITED STATES OF AMERICA )
STATE OF ALABAMA )
MONTGOMERY COUNTY )
I, Jim Bennett, Secretary of State of the State of Alabama, do hereby
certify that the foregoing pages numbered to , both inclusive, to which this
certificate is attached, contain a full, true and correct copy of the
Certificate of Resolutions of Board of Directors of Alabama Power Company, as
the same was certified by the President and Secretary of such Alabama Power
Company under its corporation seal and filed in this, the office of Secretary of
State of Alabama, on the 21st day of November, 2001.
In Testimony Whereof, I have hereunto set my hand and caused the Great
Seal of the State of Alabama to be hereunto affixed at the Capitol in the City
of Montgomery, on this the 21st day of November in the year of our Lord, Two
Thousand and One.
(Seal) JIM BENNETT
Secretary of State of the
State of Alabama