Exhibit 3(b)1
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
ALABAMA POWER COMPANY
Pursuant to, and with the effect provided in, Sections 10-2B-10.03
through 10-2B-10.06 of the Code of Alabama, 1975, as amended (the "Code"), the
undersigned company adopts the following Articles of Amendment to its Articles
of Incorporation:
FIRST: The name of the company is "Alabama Power Company" (the
"Company").
SECOND: An amendment be made in the joint agreement between Alabama
Power Company and Birmingham Electric Company prescribing the terms and
conditions of the merger of Birmingham Electric Company into and with Alabama
Power Company, as heretofore amended, providing for, the increase of capital
stock of the Company by 9,000,000 shares of common stock by amending Article IX
of such joint agreement to read as follows, which was duly adopted in the manner
provided by the Code by the Company's Board of Directors and shareholders at a
meeting held on April 25, 2003:
"Article IX
Capital Stock
The corporation is authorized to issue three classes of shares
of capital stock to be designated, respectively, "common stock",
"preferred stock" and "Class A preferred stock". The total number of
shares of stock which the corporation shall have authority to issue
shall be 46,350,000 shares, of which 15,000,000 shares shall be common
stock with a par value of $40 per share, 3,850,000 shares shall be
preferred stock with a par value of $100 per share and 27,500,000
shares shall be Class A preferred stock with a par value of $1 per
share. The designations, preferences, voting powers or restrictions or
qualifications thereof, the rights of redemption, retirement and
conversion of the shares of capital stock of the corporation, and the
general provisions with respect thereto, shall be as hereinafter set
forth; provided, however, that the preferred stock and Class A
preferred stock may be divided into and issued from time to time in one
or more series, each such series being hereinafter for convenience
referred to as a "class" of preferred stock or Class A preferred stock,
as the case may be, and all such series being hereinafter for
convenience collectively referred to as "classes" of preferred stock or
Class A preferred stock, as the case may be. 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 (including the power and authority to reclassify, in the manner
provided by law, all or any number of the unissued shares of preferred
stock authorized at the time of the adoption of the joint agreement
between Alabama Power Company and Birmingham Electric Company
prescribing the terms and conditions of the merger of Birmingham
Electric Company into and with Alabama Power Company) and to fix and
determine the following relative rights and preferences of any such
series of preferred stock and Class A preferred stock, and the number
of shares constituting any such series and the designation thereof, or
any of them: (1) dividend rate, (2) the dividend payment dates, (3) the
redemption price thereof, (4) the amount payable in event of
liquidation, voluntary and involuntary and (5) the sinking fund
provisions, if any, for the redemption or purchase of shares; and to
increase or decrease the number of shares of any such series subsequent
to the issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of
any series shall be so decreased, the shares constituting such decrease
shall assume the status of authorized but unissued shares of preferred
stock or Class A preferred stock, as the case may be. The board of
directors may issue and sell such shares of preferred stock and Class A
preferred stock in series and any other authorized shares provided for
in this Article IX. Upon the issuance of shares of Class A preferred
stock, there shall be transferred to stated capital represented by each
such share of Class A preferred stock an amount equal to the excess of
the consideration received over the par value thereof (up to an amount
which, when added to such par value, shall not exceed such share's
preferential claim in the event of involuntary liquidation) and the
stated capital represented by each share so determined shall be equal
to such share's preferential claim in the event of involuntary
liquidation."
THIRD: The proposed amendment to the general provisions of capital
stock require the affirmative vote of the holders of the larger amount in total
value of all of the capital stock of the Company. The Company considers that the
favorable vote of the holders of all of the outstanding common stock will be
sufficient for the adoption of such amendment.
FOURTH: At the close of business on March 10, 2003, the record date,
the Company had 6,000,000 shares of common stock issued and outstanding, 475,115
shares of preferred stock, par value $100 per share, issued and outstanding and
8,001,250 shares of Class A preferred stock, par value $1 per share, issued and
outstanding. All of the 6,000,000 shares of common stock voted affirmatively for
the adoption of the amendment. Of the total shares of preferred stock issued and
outstanding, no shares voted affirmatively for the adoption of the amendment, no
shares voted against the amendment and no shares abstained, and of the total
shares of Class A preferred stock issued and outstanding, no shares voted
affirmatively for the adoption of the amendment, no shares voted against the
amendment and no shares abstained, such affirmative votes being sufficient for
the adoption of the foregoing amendment.
IN WITNESS WHEREOF, the undersigned officers of the Company, do hereby
set their hand and the seal of the Company on the day of April, 2003.
ALABAMA POWER COMPANY
Charles D. McCrary
President and Chief Executive Officer
William E. Zales, Jr.
Vice President, Corporate Secretary
and Assistant Treasurer