Exhibit 3(c)2
PETITION FOR FORTY-EIGHTH AMENDMENT TO CHARTER
TO THE SECRETARY OF STATE OF THE STATE OF GEORGIA:
The petition of Georgia Power Company, a corporation of Fulton County,
in said State, respectfully shows:
I. It is a street and suburban railroad, electric light and power and
steam heat corporation, incorporated under the above name on June 26, 1930, and
its charter has been amended on the following dates: (1) May 1, 1933, (2) March
31, 1941, (3) November 20, 1947, (4) October 18, 1949, (5) July 25, 1950, (6)
February 6, 1953, (7) April 3, 1953, (8) October 7, 1954, (9) September 6, 1961,
(10) October 27, 1961, (11) November 16, 1962, (12) November 15, 1963, (13)
October 2, 1964, (14) September 10, 1965, (15) July 8, 1966, (16) September 8,
1967, (17) September 6, 1968, (18) September 5, 1969, (19) March 13, 1970, (20)
April 10, 1970, (21) September 9, 1970, (22) February 19, 1971, (23) October 27,
1972, (24) October 24, 1975, (25) October 29, 1975, (26) July 2, 1976, (27)
February 23, 1979, (28) June 26, 1981, (29) September 16, 1982, (30) November
21, 1984, (31) November 26, 1984, (32) November 30, 1984, (33) April 18, 1985,
(34) September 26, 1985, (35) December 6, 1985, (36) July 16, 1986, (37) August
21, 1986, (38) June 2, 1987, (39) July 20, 1987, (40) August 19, 1987, (41)
November 5, 1991, (42) January 28, 1992, (43) June 1, 1992, (44) July 27, 1992,
(45) December 15, 1992, (46) June 28, 1993 and (47) October 25, 1993.
II. All of the authorized shares of the capital stock of the Company
are without nominal or par value, and the authorized and outstanding shares of
capital stock of the Company outstanding at December 10, 1997, the date of the
Special Meeting of Shareholders hereinafter referred to, are as follows:
Authorized Outstanding
Kind of Stock Number of Shares Number of Shares
$5.00 Preferred Stock 80,000 14,090
$4.92 Preferred Stock 130,000 100,000
$4.60 Preferred Stock 500,000 433,774
$4.96 Preferred Stock 80,000 70,000
$4.60 Preferred Stock (1962 Series) 70,000 70,000
$4.60 Preferred Stock (1963 Series) 70,000 70,000
$4.60 Preferred Stock (1964 Series) 50,000 50,000
$4.72 Preferred Stock 60,000 60,000
$5.64 Preferred Stock 90,000 90,000
$6.48 Preferred Stock 120,000 120,000
$6.60 Preferred Stock 100,000 100,000
Undesignated Preferred Stock 3,650,000 --------
Adjustable Rate Class A Preferred Stock (First 1993 Series) 3,000,000 3,000,000
Adjustable Rate Class A Preferred Stock (Second 1993 Series) 4,000,000 4,000,000
Undesignated Class A Preferred Stock 43,000,000 ----------
Common Stock 15,000,000 7,761,500
III. The Company desires an amendment to its charter to eliminate
therefrom in their entirety (i) Subparagraph 14.A.3.f.(2) of Paragraph III, a
provision restricting the amount of securities representing unsecured
indebtedness issuable by the Company, (ii) Subparagraph 14.A.3.f.(1) of
Paragraph III, a provision which requires the vote of the holders of at least a
majority of the total voting power of the Company's outstanding preferred stock
to approve the sale of all or substantially all of the Company's property and
mergers or consolidations that have not been approved under the Public Utility
Holding Company Act of 1935, as amended, and (iii) Subparagraph 14.A.3.b.
(except the first paragraph therein) of Paragraph III, a provision restricting
the ability of the Company to pay dividends on its common stock in the event
that its common equity capitalization falls below certain levels.
IV. This petition for the proposed amendment has been duly authorized
by the action of more than two-thirds in amount of the entire capital stock of
the Company outstanding and entitled by the terms of its charter or state law to
vote thereon at a Special Meeting of Shareholders of the Company called for that
purpose. The affirmative vote of (i) the holders of record of at least 66-2/3%
of the shares of common stock of the Company outstanding and entitled to vote
and (ii) the holders of at least 66-2/3% of the total number of shares of
preferred stock outstanding (each share of Preferred Stock being counted as one
and each share of Class A Preferred Stock being counted as one-quarter) was
required to adopt the foregoing amendment. There were 7,761,500 shares of common
stock of the Company outstanding and entitled to vote thereon of which all were
voted in favor of the foregoing amendment. For the purpose of counting shares of
preferred stock pursuant to the Company's charter, each share of Preferred Stock
counts as one and each share of Class A Preferred Stock counts as one-quarter.
Counting the shares of preferred stock in this manner, 951,156 shares of the
Company's 1,177,864 shares of outstanding Preferred Stock and 6,600,763 shares
of the Company's 7,000,000 shares of outstanding Class A Preferred Stock
(aggregating 88.86%) were voted in favor of the foregoing amendment at the
Special Meeting.
V. Petitioner respectfully presents this, its petition for an amendment
to its charter, as heretofore amended, and asks that the same be granted as
herein prayed for and that all other rights, powers and privileges contained in
its original charter, as heretofore amended, and such as are incident to like
corporations under the laws of Georgia, do continue and remain of force and be
approved and confirmed.
GEORGIA POWER COMPANY
By: _____________________
President
Attest:
- -------------------------
Secretary
Date: January 26, 1998
CERTIFIED ABSTRACT FROM THE MINUTES OF THE
BOARD OF DIRECTORS OF GEORGIA POWER COMPANY
WITH RESPECT TO PETITION FOR
FORTY-EIGHTH AMENDMENT TO ITS CHARTER
On motion, duly made and seconded, the following resolution was
unanimously adopted by the Board of Directors of the Company:
RESOLVED: That it is desirable and in the best interests of
the Company to seek the approval of the Company's shareholders to amend
the Company's charter, as heretofore amended (the "Charter"), in order
to eliminate in their entirety (i) Subparagraph 14.A.3.f.(2) of
Paragraph III, a provision restricting the amount of securities
representing unsecured indebtedness issuable by the Company, (ii)
Subparagraph 14.A.3.f.(1) of Paragraph III, a provision which requires
the vote of the holders of at least a majority of the total voting
power of the Company's outstanding preferred stock to approve the sale
of all or substantially all of the Company's property and mergers or
consolidations that have not been approved under the Public Utility
Holding Company Act of 1935, as amended, and (iii) Subparagraph
14.A.3.b. (except the first paragraph therein) of Paragraph III, a
provision restricting the ability of the Company to pay dividends on
its common stock in the event that its common equity capitalization
falls below certain levels, and this Board of Directors does hereby
authorize and approve such amendment;
RESOLVED FURTHER: That, if at such meeting the holders of
record of two-thirds of the Company's outstanding common stock and the
holders of two-thirds of the total number of shares of outstanding
preferred stock (each share of Preferred Stock being counted as one and
each share of Class A Preferred Stock being counted as one-quarter)
vote affirmatively for the proposal to amend the Charter, the President
or any Vice President and the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Company be and hereby are
authorized and directed to make application to the Secretary of State
of the State of Georgia that the Charter of Georgia Power Company, as
constituted by the Joint or Consolidation Agreement, dated May 12,
1930, and certified by the Honorable George H. Carswell, Secretary of
State of Georgia, under date of June 26, 1930, as heretofore amended by
certificates of the Honorable Secretary of State dated (1) May 1, 1933,
(2) March 31, 1941, (3) November 20, 1947, (4) October 18, 1949, (5)
July 25, 1950, (6) February 6, 1953, (7) April 3, 1953, (8) October 7,
1954, (9) September 6, 1961, (10) October 27, 1961, (11) November 16,
1962, (12) November 15, 1963, (13) October 2, 1964, (14) September 10,
1965, (15) July 8, 1966, (16) September 8, 1967, (17) September 6,
1968, (18) September 5, 1969, (19) March 13, 1970, (20) April 10, 1970,
(21) September 9, 1970, (22) February 19, 1971, (23) October 27, 1972,
(24) October 24, 1975, (25) October 29, 1975, (26) July 2, 1976, (27)
February 23, 1979, (28) June 26, 1981, (29) September 16, 1982, (30)
November 21, 1984, (31) November 26, 1984, (32) November 30, 1984, (33)
April 18, 1985, (34) September 26, 1985, (35) December 6, 1985, (36)
July 16, 1986, (37) August 21, 1986, (38) June 2, 1987, (39) July 20,
1987, (40) August 19, 1987, (41) November 5, 1991, (42) January 28,
1992, (43) June 1, 1992, (44) July 27, 1992, (45) December 15, 1992,
(46) June 28, 1993 and (47) October 25, 1993, be further amended to
eliminate Subparagraphs 14.A.3.f.(2), 14.A.3.f.(1) and 14.A.3.b.
(except the first paragraph therein) of Paragraph III (all other terms
and provisions of the Charter to remain unchanged); and that the
officers of the Company be and they are hereby authorized and empowered
to take all such other action as any one of them may deem necessary or
desirable to effect said amendment;
RESOLVED FURTHER: That the Secretary of the Company shall
certify under the seal of the Company a copy of this resolution and
attach it to the petition for forty-eighth amendment to the Charter to
be filed with the Secretary of State of the State of Georgia.
I, Judy M. Anderson, Secretary of Georgia Power Company, do hereby
certify that the foregoing is a true and correct copy of resolution duly and
regularly adopted at a meeting of the board of directors of Georgia Power
Company, duly held on November 19, 1997, at which a quorum was in attendance and
voting throughout, and that said resolution has not since been rescinded but is
still in full force and effect.
Given under my official signature and the seal of said Company this
26th day of January, 1998.
Secretary
(SEAL)
CERTIFIED ABSTRACT FROM THE MINUTES OF THE
SPECIAL MEETING OF SHAREHOLDERS OF GEORGIA POWER COMPANY
WITH RESPECT TO PETITION FOR
FORTY-EIGHTH AMENDMENT TO ITS CHARTER
On motion, duly made and seconded, the following resolution was adopted
by at least two-thirds of the voting power of the outstanding shares of the
Company's preferred stock:
RESOLVED: That there be and hereby is approved and adopted an
amendment to the Company's Charter to remove therefrom (i) Subparagraph
14.A.3.f.(2), a provision restricting the amount of securities
representing unsecured indebtedness issuable by the Company, (ii)
Subparagraph 14.A.3.f.(1) of Paragraph III, a provision which requires
the vote of the holders of at least a majority of the total voting
power of the outstanding Company preferred stock to approve the sale of
all or substantially all of the Company's property and mergers or
consolidations that have not been approved under the Public Utility
Holding Company Act of 1935, as amended, and (iii) Subparagraph
14.A.3.b. (except the first paragraph therein) of Paragraph III, a
provision restricting the ability of the Company to pay dividends on
its common stock in the event that its common equity capitalization
falls below certain levels.
I, Judy M. Anderson, Secretary of Georgia Power Company, do hereby
certify that the foregoing is a true and correct copy of resolution duly and
regularly adopted at a special meeting of shareholders of Georgia Power Company,
duly held on December 10, 1997, at which a quorum was in attendance and voting
throughout, and that said resolution has not since been rescinded but is still
in full force and effect.
Given under my official signature and the seal of said Company this
26th day of January, 1998.
Secretary
(SEAL)
TO ALL TO WHOM THESE PRESENTS MAY COME -- GREETING:
WHEREAS, GEORGIA POWER COMPANY, a corporation created and existing
under the laws of Georgia, has filed in this office in terms of law a petition
asking that its charter be amended to eliminate therefrom in their entirety (i)
Subparagraph 14.A.3.f.(2) of Paragraph III, a provision restricting the amount
of securities representing unsecured indebtedness issuable by the Company, (ii)
Subparagraph 14.A.3.f.(1) of Paragraph III, a provision which requires the vote
of the holders of at least a majority of the total voting power of the Company's
outstanding preferred stock to approve the sale of all or substantially all of
the Company's property and mergers or consolidations that have not been approved
under the Public Utility Holding Company Act of 1935, as amended, and (iii)
Subparagraph 14.A.3.b. (except the first paragraph therein) of Paragraph III, a
provision restricting the ability of the Company to pay dividends on its common
stock in the event that its common equity capitalization falls below certain
levels; and
WHEREAS, Georgia Power Company has complied with all the requirements
of the law in such cases made and provided.
THEREFORE, the State of Georgia hereby amends the charter of said
Georgia Power Company so as to eliminate Subparagraphs 14.A.3.f.(1),
14.A.3.f.(2) and 14.A.3.b. (except the first paragraph therein) of Paragraph III
of its charter.
IN WITNESS WHEREOF, these presents have been signed by the Secretary of
State and the great seal has been attached hereto at the State Capitol in
Atlanta, Georgia, on this 26th day of January, 1998.
Secretary of State