EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
OF
UIL HOLDINGS CORPORATION
Section 1. The name of the corporation is UIL HOLDINGS CORPORATION (the
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"Corporation").
Section 2. The purpose of the Corporation is to engage in the businesses
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and activities that a corporation is authorized to engage in by virtue of the
Connecticut Business Corporation Act in effect on the effective date hereof and
as it may be amended or superseded from time to time after the effective date
hereof.
Section 3. The street address of the Corporation's initial registered
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office is 157 Church Street, New Haven, Connecticut; and the name of the
corporation's initial registered agent at that office is Kurt Mohlman.
Section 4. The name of the Corporation's incorporator is Robert L. Fiscus,
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whose address is 86 Cricket Lane, Shelton, Connecticut.
Section 5. The classes of shares, and the number of shares of each class,
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that the Corporation is authorized to issue are as follows:
(a) Common Stock. Thirty million (30,000,000) shares of a class of shares
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designated "Common Stock," without par value. The Common Stock shares of the
Corporation shall have unlimited voting rights and shall be entitled to receive
the net assets of the Corporation upon its dissolution. Each share of the Common
Stock of the Corporation shall have preferences, limitations and relative rights
that are identical with those of the other shares of the Common Stock of the
Corporation.
(b) Preferred Stock - $100 Par Value. One million (1,000,000) shares of a
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class of shares designated "Preferred Stock - $100 Par Value," having a par
value of $100 per share. Before the issuance of any shares of the Preferred
Stock - $100 Par Value of the Corporation, the Board of Directors of the
Corporation shall determine the preferences, limitations and relative rights,
within the limits prescribed by statute, of such class of shares that shall be
identical among all of the shares of such class of shares. Shares of the
Preferred Stock - $100 Par Value of the Corporation shall be issued in one or
more series. Before the issuance of the shares of any series of the Preferred
Stock - $100 Par Value, the Board of Directors of the Corporation shall give
such series a distinguishing designation and shall determine the preferences,
limitations and relative rights, within the limits prescribed by statute, of
such series of shares. Each share of a series of the Preferred Stock - $100 Par
Value of the Corporation shall have preferences, limitations and relative rights
that are identical with those of the other shares of such series of shares and,
except to the extent otherwise provided in the description of the preferences,
limitations and relative rights prescribed for such series of shares by the
Board of Directors of the Corporation, with those of the other shares of the
Preferred Stock - $100 Par Value of the Corporation. No shares of the Preferred
Stock - $100 Par Value of the Corporation shall be issued where such issuance,
or the preferences, limitations or relative rights of such shares, will have the
effect, directly or indirectly, of precluding or inhibiting a person or group of
persons from seeking to obtain control of the management or business and affairs
of the Corporation by acquiring or offering to acquire Common Stock shares of
the Corporation, or by soliciting proxies from the owners of Common Stock shares
of the Corporation for voting such shares at a meeting of the shareowners of the
Corporation, or by any other lawful means.
(b) Preferred Stock - $25 Par Value. Four million (4,000,000) shares of a
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class of shares designated "Preferred Stock - $25 Par Value," having a par value
of $25 per share. Before the issuance of any shares of the Preferred Stock - $25
Par Value of the Corporation, the Board of Directors of the Corporation shall
determine the preferences, limitations and relative rights, within the limits
prescribed by statute, of such class of shares that shall be identical among all
of the shares of such class of shares. Shares of the Preferred Stock - $25 Par
Value of the Corporation shall be issued in one or more series. Before the
issuance of the shares of any series of the Preferred Stock - $25 Par Value, the
Board of Directors of the Corporation shall give such series a distinguishing
designation and shall determine the preferences, limitations and relative
rights, within the limits prescribed by statute, of such series of shares. Each
share of a series of the Preferred Stock - $25 Par Value of the Corporation
shall have preferences, limitations and relative rights that are identical with
those of the other shares of such series of shares and, except to the extent
otherwise provided in the description of the preferences, limitations and
relative rights prescribed for such series of shares by the Board of Directors
of the Corporation, with those of the other shares of the Preferred Stock - $25
Par Value of the Corporation. No shares of the Preferred Stock - $25 Par Value
of the Corporation shall be issued where such issuance, or the preferences,
limitations or relative rights of such shares, will have the effect, directly or
indirectly, of precluding or inhibiting a person or group of persons from
seeking to obtain control of the management or business and affairs of the
Corporation by acquiring or offering to acquire Common Stock shares of the
Corporation, or by soliciting proxies from the owners of Common Stock shares of
the Corporation for voting such shares at a meeting of the shareowners of the
Corporation, or by any other lawful means.
(b) Preference Stock. Four million (4,000,000) shares of a class of shares
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designated "Preference Stock," having a par value of $25 per share. Before the
issuance of any shares of the Preference Stock of the Corporation, the Board of
Directors of the Corporation shall determine the preferences, limitations and
relative rights, within the limits prescribed by statute, of such class of
shares that shall be identical among all of the shares of such class of shares.
Shares of the Preference Stock of the Corporation shall be issued in one or more
series. Before the issuance of the shares of any series of the Preference Stock,
the Board of Directors of the Corporation shall give such series a
distinguishing designation and shall determine the preferences, limitations and
relative rights, within the limits prescribed by statute, of such series of
shares. Each share of a series of the Preference Stock of the Corporation shall
have preferences, limitations and relative rights that are identical with those
of the other shares of such series of shares and, except to the extent otherwise
provided in the description of the preferences, limitations and relative rights
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prescribed for such series of shares by the Board of Directors of the
Corporation, with those of the other shares of the Preference Stock of the
Corporation. No shares of the Preference Stock of the Corporation shall be
issued where such issuance, or the preferences, limitations or relative rights
of such shares, will have the effect, directly or indirectly, of precluding or
inhibiting a person or group of persons from seeking to obtain control of the
management or business and affairs of the Corporation by acquiring or offering
to acquire Common Stock shares of the Corporation, or by soliciting proxies from
the owners of Common Stock shares of the Corporation for voting such shares at a
meeting of the shareowners of the Corporation, or by any other lawful means.
Section 6. All corporate powers of the Corporation shall be exercised by or
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under authority of, and the business and affairs of the Corporation shall be
managed under the direction of, a Board of Directors consisting of not less than
three nor more than fifteen individuals, with the number fixed in, and increased
or decreased from time-to-time by amendment of, the Bylaws of the Corporation,
each of which individuals shall be a shareowner of the Corporation.
Section 7. No person who is or was a director of the Corporation shall be
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personally liable to the Corporation or its shareowners for monetary damages for
breach of duty as a director in an amount that exceeds the compensation received
by the director for serving the Corporation during the year of the violation, if
such breach did not (A) involve a knowing and culpable violation of law by the
director, (B) enable the director or an associate, as defined in Section 33-840
of the Connecticut General Statutes on the effective date hereof and as it may
be amended or superseded from time to time after the effective date hereof, to
receive an improper personal economic gain, (C) show a lack of good faith and a
conscious disregard for the duty of the director to the Corporation under
circumstances in which the director was aware that his or her conduct or
omission created an unjustifiable risk of serious injury to the Corporation, (D)
constitute a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the Corporation, or (E) create liability
under Section 33-757 of the Connecticut General Statutes as constituted on the
effective date hereof and as it may be amended or superseded from time to time
after the effective date hereof.
Section 8. The Corporation shall be obligated to indemnify a director for
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liability, as defined in subdivision (5) of Section 33-770 of the Connecticut
General Statutes on the effective date hereof and as it may be amended or
superseded from time to time after the effective date hereof, to any person for
any action taken, or any failure to take any action, as a director, except
liability that (a) involved a knowing and culpable violation of law by the
director, (b) enabled the director or an associate, as defined in Section 33-840
of the Connecticut General Statutes on the effective date hereof and as it may
be amended or superseded from time to time after the effective date hereof, to
receive an improper personal gain, (c) showed a lack of good faith and a
conscious disregard for the duty of the director to the Corporation under
circumstances in which the director was aware that his conduct or omission
crated an unjustifiable risk of serious injury to the Corporation, (d)
constituted a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the Corporation or (e) created liability
under Section 33-757 of the Connecticut General Statutes as constituted on the
effective date hereof and as it may be amended or superseded from time to time
after the effective date hereof.
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