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EXHIBIT (3)-1
RESTATED ARTICLES OF INCORPORATION
OF
WISCONSIN ELECTRIC POWER COMPANY
These Restated Articles of Incorporation of Wisconsin Electric Power Company,
a corporation incorporated under Chapter 180 of the Wisconsin Statutes, the
Wisconsin Business Corporation Law, supersede and take the place of the
existing Restated Articles of Incorporation and all prior amendments thereto.
ARTICLE I. NAME
The name of such corporation is WISCONSIN ELECTRIC POWER COMPANY.
ARTICLE II. PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity within the purposes for which corporations may be organized under the
Wisconsin Business Corporation Law.
ARTICLE III. DESCRIPTION OF CAPITAL STOCK
A. Authorized Number and Classes of Shares
The aggregate number of shares which the corporation shall have authority
to issue is Seventy-two Million Three Hundred Thirty-one Thousand Five
Hundred (72,331,500) shares, divided into four classes consisting of:
(1) Sixty-five Million (65,000,000) shares of Common Stock of the par
value of Ten Dollars ($10) per share (hereinafter called the
"Common Stock");
(2) Forty-five Thousand (45,000) shares of Six Per Cent. Preferred
Stock of the par value of One Hundred Dollars ($100) per share
(hereinafter called the "6% Preferred Stock");
(3) Two Million Two Hundred Eighty-six Thousand Five Hundred
(2,286,500) shares of Serial Preferred Stock of the par value of
One Hundred Dollars ($100) per share (hereinafter called the "$100
Par Value Serial Preferred Stock"); and
(4) Five Million (5,000,000) shares of Serial Preferred Stock of the
par value of Twenty-five Dollars ($25) per share (hereinafter
called the "$25 Par Value Serial Preferred Stock").
The 6% Preferred Stock, the $100 Par Value Serial Preferred Stock and the
$25 Par Value Serial Preferred Stock are together hereinafter called the
"Preferred Stocks".
B. Common Stock Provisions
(1) Dividends
Subject to the rights of the holders of the Preferred Stocks as
fixed in or pursuant to this Article III., such dividends (payable
in cash, stock or otherwise) as may be determined by the Board of
Directors may be declared and paid on the Common Stock from time to
time from any funds, property or shares legally available therefor.
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(2) Voting Rights
Each outstanding share of Common Stock shall be entitled to one
vote on each matter submitted to a vote at a meeting of stock-
holders except as otherwise provided in these Articles.
(3) Preemptive Rights
No holder of the Common Stock shall be entitled as such, as a
matter of right, to subscribe for or purchase or receive any part
of any new or additional issue of stock, or securities convertible
into stock, of any class whatever, whether now or hereafter
authorized, and whether issued for cash, property or services, by
way of dividend, or in exchange for the stock of another corpor-
ation.
C. Preferences and Provisions Pertaining to the Preferred Stocks
(1) Dividends
(a) 6% Preferred Stock
The holders of the 6% Preferred Stock shall be entitled to
receive cumulative cash dividends thereon, when and as
declared by the Board of Directors, out of the unreserved and
unrestricted earned surplus of the corporation, or if there
is no such earned surplus, out of the net capital surplus of
the corporation, provided at the time of payment the
corporation is not insolvent or would not be rendered
insolvent thereby, at the rate of six per centum per annum
and no more, payable quarterly on the last days of January,
April, July and October in each year. Such dividends on the
6% Preferred Stock shall be cumulative from and after January
31, 1921, so that if thereafter dividends at the rate of six
per centum per annum for any past quarterly dividend period
shall not have been paid on the 6% Preferred Stock, or set
apart therefor, and the dividend, at said rate, for the then
current quarterly dividend period, shall not have been
declared and funds set apart therefor, the deficiency shall
be fully paid or funds for the payment thereof set apart, but
without interest, before any dividends shall be paid or set
apart for the Common Stock.
(b) $100 Par Value Serial Preferred Stock
The holders of the $100 Par Value Serial Preferred Stock
shall be entitled to receive cumulative cash dividends
thereon, when and as declared by the Board of Directors, out
of the unreserved and unrestricted earned surplus of the
corporation, or if there is no such earned surplus, out of
the net capital surplus of the corporation, provided at the
time of payment the corporation is not insolvent or would not
be rendered insolvent thereby, payable quarterly on the first
days of March, June, September and December in each year, at
such fixed rate of dividend with respect to any series of the
$100 Par Value Serial Preferred Stock as may be determined
and fixed by the Board of Directors at the time of original
issuance of such series. Such dividends on the $100 Par
Value Serial Preferred Stock shall be cumulative from the
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first day of the quarterly dividend period in which such
stock is issued, except that as to any shares of the $100 Par
Value Serial Preferred Stock originally issued subsequent to
June 1, 1974, dividends shall be cumulative from the date
upon which such shares shall have been originally issued,
provided, however, that if the date of first original issue
is within 30 days preceding a regular quarterly dividend
payment date the accumulated dividend otherwise payable on
such regular dividend payment date shall be payable only at
the time of payment of the dividend for the next quarterly
period. Deferral for one calendar quarter of the payment of
the initial dividend under the circumstances provided for
above shall not be deemed to be a default in the payment of
the dividends for any purpose. If thereafter such fixed
dividend for any past quarterly dividend period shall not
have been paid on the $100 Par Value Serial Preferred Stock,
or set apart therefor, and the dividends, at such fixed rate
or rates, for the then current quarterly dividend period,
shall not have been declared and funds set apart therefor,
the deficiency shall be fully paid or funds for the payment
thereof set apart, but without interest, before any dividends
shall be paid or set apart for the Common Stock. The holders
of the $100 Par Value Serial Preferred Stock shall not be
entitled to receive any dividends thereon other than the
dividends referred to in this subdivision (b).
If all prior sinking fund requirements, if any, on any series
of the $100 Par Value Serial Preferred Stock shall not have
been complied with, the deficiency shall be fully paid or
funds for the payment thereof set apart, but without
interest, before any dividends shall be paid or set apart for
the Common Stock.
(c) $25 Par Value Serial Preferred Stock
The holders of the $25 Par Value Serial Preferred Stock shall
be entitled to receive cumulative cash dividends thereon,
when and as declared by the Board of Directors, out of the
unreserved and unrestricted earned surplus of the
corporation, or if there is no such earned surplus, out of
the net capital surplus of the corporation, provided at the
time of payment the corporation is not insolvent or would not
be rendered insolvent thereby, payable quarterly on the first
days of March, June, September and December in each year, at
such fixed rate of dividend with respect to any series of the
$25 Par Value Serial Preferred Stock as may be determined and
fixed by the Board of Directors at the time of original
issuance of such series. Such dividends on the $25 Par Value
Serial Preferred Stock shall be cumulative from the date upon
which such shares shall have been originally issued,
provided, however, that if the date of first original issue
is within 30 days preceding a regular quarterly dividend
payment date the accumulated dividend otherwise payable on
such regular dividend payment date shall be payable only at
the time of payment of the dividend for the next quarterly
period. Deferral for one calendar quarter of the payment of
the initial dividend under the circumstances provided for
above shall not be deemed to be a default in the payment of
the dividends for any purpose. If thereafter such fixed
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dividend for any past quarterly dividend period shall not
have been paid on the $25 Par Value Serial Preferred Stock,
or set apart therefor, and the dividends, at such fixed rate
or rates, for the then current quarterly dividend period,
shall not have been declared and funds set apart therefor,
the deficiency shall be fully paid or funds for the payment
thereof set apart, but without interest, before any dividends
shall be paid or set apart for the Common Stock. The holders
of the $25 Par Value Serial Preferred Stock shall not be
entitled to receive any dividends thereon other than the
dividends referred to in this subdivision (c).
If all prior sinking fund requirements, if any, on any series
of $25 Par Value Serial Preferred Stock shall not have been
complied with, the deficiency shall be fully paid or funds
for the payment thereof set apart, but without interest,
before any dividends shall be paid or set apart for the
Common Stock.
(d) No Preference of Any Class of the Preferred Stocks Over Any
Other Class Thereof
With respect to dividends, the Preferred Stocks shall rank
ratably, according to their respective dividend rights as
defined in this Article III., without preference of any one
class of the Preferred Stocks over any other class thereof,
and without preference of any series of any such class over
any other series of such class.
(2) Division of $100 Par Value Serial Preferred Stock and $25 Par Value
Serial Preferred Stock into Series
(a) $100 Par Value Serial Preferred Stock
The Board of Directors of such corporation shall have power
to divide from time to time the $100 Par Value Serial
Preferred Stock into series, to provide from time to time for
the issue of the $100 Par Value Serial Preferred Stock in
such series, and to fix and determine the following relative
rights and preferences of the shares of any series so
established hereinafter:
(i) The rate of dividend applicable to shares of such
series;
(ii) The price at and the terms and conditions on which
shares of such series may be redeemed;
(iii) The amount payable upon shares of such series in event
of voluntary or involuntary liquidation of the
corporation;
(iv) Sinking fund provisions for the redemption or purchase
of shares of such series;
(v) The terms and conditions on which shares may be
converted, if the shares of such series are issued
with the privilege of conversion.
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(b) $25 Par Value Serial Preferred Stock
The Board of Directors of such corporation shall have power
to divide from time to time the $25 Par Value Serial
Preferred Stock into series, to provide from time to time for
the issue of the $25 Par Value Serial Preferred Stock in such
series, and to fix and determine the following relative
rights and preferences of the shares of any series so
established hereinafter:
(i) The rate of dividend applicable to shares of such
series;
(ii) The price at and the terms and conditions on which
shares of such series may be redeemed;
(iii) The amount payable upon shares of such series in event
of voluntary or involuntary liquidation of the
corporation;
(iv) Sinking fund provisions for the redemption or purchase
of shares of such series;
(v) The terms and conditions on which shares may be
converted, if the shares of such series are issued
with the privilege of conversion.
(3) Liquidation, Dissolution or Winding Up
In the event of any liquidation or winding up of the corporation,
whether voluntary or involuntary, the assets and funds of the
corporation shall be distributed subject to the following
conditions:
(a) Out of the corporate assets, the holders of the Preferred
Stocks shall be entitled to be paid the full liquidation
value thereof, before any of such assets shall be paid or
distributed to the holders of the Common Stock. After the
making of such payments to the holders of the Preferred
Stocks, the remainder of such corporate assets shall be
divided and paid to the holders of the Common Stock according
to their respective shares. In the event that such assets
are not sufficient to provide for the payment in full of the
liquidation value of the Preferred Stocks, as aforesaid, such
assets shall be divided among and paid ratably to such
holders of the Preferred Stocks, according to their
respective shares. "Liquidation value" with respect to each
share of 6% Preferred Stock shall mean the par value thereof,
namely One Hundred Dollars ($100) per share. "Liquidation
value" with respect to each share of $100 Par Value Serial
Preferred Stock, 3.60% Series, shall be the value indicated
in Section D. of this Article III. and with respect to each
share of any other series of $100 Par Value Serial Preferred
Stock or of any series of $25 Par Value Serial Preferred
Stock shall mean in the event of a voluntary liquidation or
winding up of the corporation the amount fixed by the Board
of Directors for the particular series to be payable upon
such shares in the event of voluntary liquidation and in the
event of an involuntary liquidation of the corporation the
amount so fixed in the event of an involuntary liquidation.
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(b) Out of the unreserved and unrestricted earned surplus of the
corporation, or if there is no such earned surplus, out of
the net capital surplus of the corporation, provided at the
time of payment the corporation is not insolvent or would not
be rendered insolvent thereby, the holders of the Preferred
Stocks shall be entitled to be paid the amount of all unpaid
accumulated or accrued dividends thereon, before any of such
surplus or net capital surplus shall be paid or distributed
to the holders of the Common Stock. After the making of such
payments to the holders of the Preferred Stocks, the
remainder of such surplus or net capital surplus shall be
divided among and paid to the holders of the Common Stock
according to their respective shares. In the event that such
surplus or net capital surplus is not sufficient to provide
for the payment in full to the holders of the Preferred
Stocks of the amounts above provided for in this subdivision
(b) of paragraph (3), such surplus or net capital surplus
shall be divided among and paid ratably to such holders of
the Preferred Stocks in accordance with their respective
interests as in this subdivision (b) defined.
(c) All of the payments to the holders of the Preferred Stocks in
this paragraph (3) provided for, shall be made ratably to
such holders in accordance with their respective interests as
in this paragraph (3) defined, without preference of any one
class of the Preferred Stocks over any other class thereof,
and without preference of any series of any such class over
any other series of such class.
(4) Preemptive Rights
No holder of any of the Preferred Stocks shall be entitled as such,
as a matter of right, to subscribe for or purchase or receive any
part of any new or additional issue of stock, or securities
convertible into stock, of any class whatever, whether now or
hereafter authorized and whether issued for cash, property or
services, by way of dividend, or in exchange for the stock of
another corporation.
(5) Redemption Procedure
The corporation may redeem the whole or any part of the $100 Par
Value Serial Preferred Stock or of the $25 Par Value Serial
Preferred Stock, or both, at any time outstanding, or the whole or
any part of any series thereof, from time to time upon the
conditions fixed by the Board of Directors for the particular
series by paying in cash the redemption price or prices so fixed
for such series by the Board of Directors, which may consist of a
redemption price or scale of redemption prices applicable only to
redemption for a sinking fund (which term as used herein shall
include any fund or requirement for the periodic purchase, redemp-
tion or retirement of shares) and a different redemption price or
scale of redemption prices applicable to any other redemption,
together with a sum in the case of each share of each series so to
be redeemed, computed at the annual dividend rate for the series of
which the particular share is a part from the date from which
dividends on such share became cumulative to the date fixed for
such redemption, less the aggregate of the dividends theretofore or
on such redemption date paid thereon. Notice of every such
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redemption shall be given by publication at least once in each of
two calendar weeks in a daily newspaper printed in the English
language and published and of general circulation in the City of
Milwaukee, Wisconsin, the first publication to be at least thirty
days and not more than sixty days prior to the date fixed for such
redemption. At least thirty days' and not more than sixty days'
previous notice of every such redemption shall also be mailed to
the holders of record of the shares so to be redeemed, at their
respective addresses as the same shall appear on the books of the
corporation; but no failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any such shares so to be
redeemed. In case of the redemption of a part only of any such
series at the time outstanding, the corporation shall select by lot
or in such other manner as the Board of Directors may determine,
the shares so to be redeemed. The Board of Directors shall have
full power and authority, subject to the limitations and provisions
herein contained, to prescribe the manner in which and the terms
and conditions upon which the $100 Par Value Serial Preferred Stock
and the $25 Par Value Serial Preferred Stock shall be redeemed from
time to time. If such notice of redemption shall have been duly
given by publication, and if on or before the redemption date
specified in such notice all funds necessary for such redemption
shall have been set aside by the corporation, separate and apart
from its other funds, in trust for the account of the holders of
the shares to be redeemed, so as to be and continue to be available
therefor, then notwithstanding that any certificate for any such
shares so called for redemption shall not have been surrendered for
cancellation, the shares represented thereby shall no longer be
deemed outstanding, the right to receive dividends thereon shall
cease to accrue from and after the date of redemption so fixed, and
all rights with respect to such shares so called for redemption
shall forthwith on such redemption date cease and terminate, except
only the right of the holders thereof to receive the amount payable
upon redemption thereof, but without interest; provided, however,
that the corporation may, after giving notice by publication of any
such redemption as hereinbefore provided or after giving to the
bank or trust company referred to below irrevocable authorization
to give or complete such notice by publication, and prior to the
redemption date specified in such notice, deposit in trust, for the
account of the holders of the shares to be redeemed, funds
necessary for such redemption with a bank or trust company in good
standing, organized under the laws of the United States of America
or of the State of Wisconsin, doing business in the City of
Milwaukee, having capital, surplus and undivided profits
aggregating at least $1,500,000, designated in such notice of
redemption, and thereupon all shares with respect to which such
deposit shall have been made shall no longer be deemed to be
outstanding, and all rights with respect to such shares shall
forthwith upon such deposit in trust cease and terminate, except
only the right of the holders thereof to receive the amount payable
upon the redemption thereof, but without interest. Shares of the
$100 Par Value Serial Preferred Stock and shares of the $25 Par
Value Serial Preferred Stock (a) purchased or redeemed pursuant to
any obligation of the corporation to purchase or redeem shares for
a sinking fund, (b) redeemed pursuant to the provisions hereof or
purchased and for which credit shall have been taken against any
sinking fund obligation, and (c) surrendered pursuant to any
conversion right, shall not be reissued or otherwise disposed of
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and shall be cancelled. Any other shares of such classes redeemed
or otherwise acquired by the corporation shall continue to be part
of the authorized capital stock of the corporation and may
thereafter, in the discretion of the Board of Directors and to the
extent permitted by law, be sold or reissued from time to time, as
part of the same or another series of the same class subject to the
terms and conditions herein set forth.
(6) Voting Rights
(a) Ordinary Voting Rights
Each outstanding share of the 6% Preferred Stock and each
outstanding share of the $100 Par Value Serial Preferred
Stock shall be entitled to one vote, and each outstanding
share of the $25 Par Value Serial Preferred Stock shall be
entitled to one-quarter of a vote, on each matter submitted
to a vote at a meeting of stockholders except as otherwise
provided in these Articles. The references in subdivision
(b) of this paragraph (6), in paragraphs (7) and (8) of this
Section C. and in Article VI. to two-thirds, a majority or
one-third of specified shares shall mean two-thirds, a
majority or one-third, as the case may be, of the votes
entitled to be cast at a meeting by such specified shares,
based on one vote for each share of the 6% Preferred Stock,
one vote for each share of the $100 Par Value Serial
Preferred Stock, one-quarter vote for each share of the $25
Par Value Serial Preferred Stock and one vote for each share
of Common Stock.
(b) Voting Rights in Event of Dividend Defaults
If and when dividends payable on any of the Preferred Stocks
of any class or series at the time outstanding are in default
in an amount equivalent to four full quarterly dividends
thereon, and until such default shall have been remedied as
hereinafter provided, the holders of the Preferred Stocks,
voting together as a class and without regard to series,
shall be entitled to elect the smallest number of directors
necessary to constitute a majority of the full Board of
Directors, and the Common stockholders, voting separately as
a class, shall be entitled to elect the remaining directors
of the corporation. Upon accrual of such special right of
the Preferred Stocks, a meeting of the holders of the
Preferred Stocks and the holders of the Common Stock for the
election of directors shall be held upon notice promptly
given as provided in the Bylaws for a special meeting by the
President or the Secretary of the corporation. If within
fifteen days after the accrual of such special right of the
Preferred Stocks the President and the Secretary of the
corporation shall fail to call such meeting, then such
meeting shall be held upon notice, as provided in the Bylaws
for a special meeting, given by the holders of not less than
1,000 shares of the Preferred Stocks, after filing with the
corporation of notice of their intention to do so. The terms
of office of all persons who may be directors of the
corporation at the time shall terminate upon the election of
a majority of the Board of Directors by the holders of the
Preferred Stocks, whether or not the Common stockholders
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shall at the time of such termination have elected the
remaining directors of the corporation; thereafter during the
continuance of such special right of the Preferred Stocks to
elect a majority of the Board of Directors, the holders of
the Preferred Stocks, voting together as a class, shall be
entitled to elect a majority of the Board of Directors and
the holders of the Common Stock, voting separately as a
class, shall be entitled to elect the remaining directors of
the corporation; and all directors so elected, whether at
such special meeting or any adjournment thereof, or at any
subsequent annual meeting for the election of directors, held
during the continuance of such special right, shall hold
office until the next succeeding annual election and until
their respective successors, elected by the holders of the
Preferred Stocks, voting as a class, and the Common
stockholders, voting as a class, are elected and qualified,
unless their terms of office shall be sooner terminated as
hereinafter provided. However, if and when all dividends
then in default on the Preferred Stocks shall thereafter be
paid (and such dividends shall be declared and paid out of
any funds legally available therefor as soon as reasonably
practicable), the Preferred Stocks shall thereupon be
divested of such special right herein provided for to elect a
majority of the Board of Directors, but subject always to the
same provisions for the vesting of such special right in such
stock in the case of any similar future default or defaults,
and the election of directors by the holders of the Preferred
Stocks and of the Common Stock, voting without regard to
class, shall take place at the next succeeding annual meeting
for the election of directors, or at any adjournment thereof.
The terms of office of all persons who may be directors of
the corporation at the time of such divestment shall
terminate upon the election of the directors at such annual
meeting or adjournment thereof.
At the first meeting for the election of directors after any
accrual of the special right of the holders of the Preferred
Stocks to elect a majority of the Board of Directors as
provided above, and at any subsequent annual meeting for the
election of directors held during the continuance of such
special rights, the presence in person or by proxy of the
holders of record of a majority (defined as provided in
subdivision (a) of paragraph (6) of this Section C.) of the
outstanding shares of Preferred Stocks, without regard to
class or series, shall be necessary to constitute a quorum
for the election of the directors whom the holders of the
Preferred Stocks are entitled to elect, and the presence in
person or by proxy of the holders of record of a majority of
the outstanding shares of Common Stock shall be necessary to
constitute a quorum for the election of the directors whom
the Common stockholders are entitled to elect. If at any
such meeting there shall not be such a quorum of the holders
of the Preferred Stocks, the meeting shall be adjourned from
time to time without notice other than announcement at the
meeting until such quorum shall have been obtained; provided
that, if such quorum shall not have been obtained within
ninety days from the date of such meeting as originally
called (or, in the case of any annual meeting held during the
continuance of such special right, from the date fixed for
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such annual meeting), the presence in person or by proxy of
the holders of record of one-third (defined as provided in
subdivision (a) of paragraph (6) of this Section C.) of the
outstanding shares of the Preferred Stocks, without regard to
class or series, shall then be sufficient to constitute a
quorum for the election of the directors whom such
stockholders are then entitled to elect. The absence of a
quorum of the holders of the Preferred Stocks as a class or
of the Common stockholders as a class shall not, except as
hereinafter provided for, prevent or invalidate the election
by the other class of stockholders of the directors whom they
are entitled to elect, if the necessary quorum of
stockholders of such other class is present in person or
represented by proxy at any such meeting or any adjournment
thereof. However, at the first meeting for the election of
directors after any accrual of the special right of the
holders of the Preferred Stocks to elect a majority of the
Board of Directors, the absence of a quorum of the holders of
the Preferred Stocks shall prevent the election of directors
by the Common stockholders, until a quorum of the holders of
the Preferred Stocks shall be obtained.
(7) Voting Rights on Certain Changes in Authorized Shares
(a) Increase in Authorized Amount of Any of the Preferred Stocks
So long as any of the Preferred Stocks are outstanding, the
corporation shall not, without the consent (given by vote at
a meeting duly called for the purpose in accordance with the
provisions of the Bylaws) of the holders of a majority
(defined as provided in subdivision (a) of paragraph (6) of
this Section C.) of the total number of shares of such stock
then outstanding, without regard to class or series, present
or represented by proxy at such meeting, increase the total
authorized amount of any class of the Preferred Stocks (other
than as authorized by this Article III.) or authorize any
other preferred stock ranking on a parity with the Preferred
Stocks as to assets or dividends (other than through the
reclassification of then authorized but unissued shares of
any class of the Preferred Stocks into shares of any other
class thereof).
(b) Authorization of Class of Stock Ranking Ahead of Preferred
Stocks and Amendments to Articles Prejudicial to Rights of
Preferred Stocks
So long as any of the Preferred Stocks are outstanding, the
corporation shall not (i) without the consent (given by vote
at a meeting duly called for the purpose in accordance with
the provisions of the Bylaws) of the holders of at least two-
thirds (defined as provided in subdivision (a) of paragraph
(6) of this Section C.) of the total number of shares of the
6% Preferred Stock, of the holders of at least two-thirds (as
so defined) of the total number of shares of the $100 Par
Value Serial Preferred Stock and of the holders of at least
two-thirds (as so defined) of the total number of shares of
the $25 Par Value Serial Preferred Stock, without regard to
series, then outstanding, present or represented by proxy at
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such meeting, authorize any class of stock which shall be
preferred as to assets or dividends over the Preferred
Stocks; or (ii) without the consent of the holders of at
least two-thirds (as so defined) of the total number of
shares of the 6% Preferred Stock then outstanding, given as
above provided in this subdivision (b), amend the Articles of
Incorporation to change the express terms and provisions of
the 6% Preferred Stock in any manner substantially
prejudicial to the holders thereof, or without the consent of
at least two-thirds (as so defined) of the total number of
shares of the $100 Par Value Serial Preferred Stock then
outstanding, given in like manner, amend the Articles of
Incorporation to change the express terms and provisions of
the $100 Par Value Serial Preferred Stock in any manner sub-
stantially prejudicial to the holders thereof, or without the
consent of at least two-thirds (as so defined) of the total
number of shares of the $25 Par Value Serial Preferred Stock
then outstanding, given in like manner, amend the Articles of
Incorporation to change the express terms and provisions of
the $25 Par Value Serial Preferred Stock in any manner
substantially prejudicial to the holders thereof. Whenever
any amendment referred to in the foregoing clause (ii)
affects the holders of shares of one or more but not all the
series of any class of the Preferred Stocks at the time
outstanding, such amendment shall not be made without the
consent of the holders of at least two-thirds (as so defined)
of the total number of the then outstanding shares of such
affected series (given by vote at a meeting duly called for
the purpose in accordance with the provisions of the Bylaws).
(8) Special Voting Rights on Issuance of the $100 Par Value Serial
Preferred Stock or the $25 Par Value Serial Preferred Stock
So long as any shares of the $100 Par Value Serial Preferred Stock
or the $25 Par Value Serial Preferred Stock are outstanding, the
consent of the holders of at least two-thirds (defined as provided
in subdivision (a) of paragraph (6) of this Section C.) of the
total number of shares of Preferred Stocks at the time outstanding
voting together as a class and without regard to series, given in
person or by proxy, either in writing or by vote at any meeting
called for the purpose, shall be necessary for effecting or
validating the issue of any shares of the $100 Par Value Serial
Preferred Stock or the $25 Par Value Serial Preferred Stock or any
shares of stock, or of any security convertible into stock, of any
class ranking on a parity with either of such classes, unless
(a) the net income of the corporation (determined as hereinafter
provided) for any twelve consecutive calendar months within
the fifteen calendar months immediately preceding the month
within which the issuance of such additional shares is
authorized by the Board of Directors of the corporation shall
have been in the aggregate not less than one and one-half
times the sum of the interest requirements for one year on
all of the indebtedness of the corporation to be outstanding
at the date of such proposed issue and the full dividend
requirements for one year on all shares of the Preferred
Stocks and all other stock, if any, ranking prior to or on a
parity with the $100 Par Value Serial Preferred Stock or the
$25 Par Value Serial Preferred Stock, to be outstanding at
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the date of such proposed issue, including the shares then
proposed to be issued but excluding any such indebtedness and
any such shares proposed to be retired in connection with
such proposed issue. "Net income" for any period for the
purpose of this paragraph (8) shall be computed by adding to
the net earnings of the corporation for said period,
determined in accordance with generally accepted accounting
practices, as adjusted by action of the Board of Directors of
the corporation as hereafter provided, the amount deducted
for interest. In determining such net income for any period,
there shall be deducted, in addition to other items of
expense, the amount charged to income for said period on the
books of the corporation for taxes and the provisions for
depreciation and depletion as recorded on such books or the
minimum amount required therefor under the provisions of any
then existing general indenture or mortgage or deed of trust
of the corporation, whichever is larger. In the determina-
tion of such net income, the Board of Directors of the
corporation may, in the exercise of due discretion, make
adjustments by way of increase or decrease in such net income
to give effect to changes therein resulting from any
acquisition of properties or to any redemption, acquisition,
purchase, sale or exchange of securities by the corporation
either prior to the issuance of any shares of the Preferred
Stocks or stock, or securities convertible into stock,
ranking on a parity therewith then to be issued or in
connection therewith; and
(b) the aggregate of the capital of the corporation applicable to
all stock of any class ranking junior to the Preferred
Stocks, plus the surplus of the corporation, shall be not
less than the aggregate amount payable upon involuntary
liquidation, dissolution or winding up of the affairs of the
corporation to the holders of all shares of the Preferred
Stocks and of any shares of stock of any class ranking on a
parity therewith to be outstanding immediately after such
proposed issue, excluding from such computation all
indebtedness and stock to be retired through such proposed
issue.
No portion of the surplus of the corporation utilized to satisfy
the foregoing requirements shall be available for dividends (other
than dividends payable in stock of any class ranking junior to the
Preferred Stocks) or other distributions upon or in respect of
shares of stock of the corporation of any class ranking junior to
the Preferred Stocks or for the purchase of shares of such junior
stock until such number of additional shares of the $100 Par Value
Serial Preferred Stock or the $25 Par Value Serial Preferred Stock,
or of stock, or securities convertible into stock, ranking on a
parity with either of such classes, are retired or until and to the
extent that the capital applicable to such junior stock shall have
been increased.
D. Variable Terms of the Respective Series of the $100 Par Value Serial
Preferred Stock and the $25 Par Value Serial Preferred Stock
(1) Terms of 3.60% Series
The number of authorized shares of the $100 Par Value Serial
Preferred Stock, 3.60% Series, is Two Hundred Sixty Thousand
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(260,000) shares. The cumulative cash dividend, accruing from
June 1, 1946, is at the rate of $3.60 per annum per share, payable
quarterly on the first days of March, June, September and December
in each year. The shares of the $100 Par Value Serial Preferred
Stock, 3.60% Series, shall be redeemable at One Hundred Four
Dollars ($104) per share through July 1, 1951, at One Hundred Three
Dollars ($103) per share thereafter and through July 1, 1956, at
One Hundred Two Dollars ($102) per share thereafter through July 1,
1961 and thereafter at One Hundred One Dollars ($101) per share
plus, in each case, an amount equal to accrued and unpaid dividends
to the redemption date. In the event of any voluntary liquidation,
dissolution or winding up, or involuntary liquidation of the
corporation, the amount payable upon shares of the $100 Par Value
Serial Preferred Stock, 3.60% Series, shall be the par amount
thereof, namely, One Hundred Dollars ($100) per share.
(2) Terms of New $100 Par Value Serial Preferred Stock or $25 Par Value
Serial Preferred Stock Deemed An Addition to This Section D.
Upon completion of any filing and recording of a resolution of the
Board of Directors adopted pursuant to Section C.(2), which may be
required in order that the same shall constitute an amendment to
these Articles of Incorporation, the terms of the new series as set
forth therein shall be deemed to become an appropriately numbered
additional paragraph to this Section D., and may be so certified by
any officer of this corporation or by any public official whose
duty it may be to certify copies of these Articles of Incorporation
or amendments thereto.
ARTICLE IV. NUMBER OF DIRECTORS
The Board of Directors shall consist of such number of Directors as shall be
fixed from time to time by or in the manner provided in the Bylaws.
ARTICLE V. EMERGENCY PROVISIONS
The business and affairs of the corporation shall be managed by its Board of
Directors, except as otherwise provided in this Article V. after the
occurrence and during the continuance of any "emergency" as hereinafter
defined. During any such emergency the provisions of this Article V. shall
apply to the maximum extent permitted by the Wisconsin Business Corporation
Law, particularly Sections 180.0207 and 180.0303 thereof, or any successor
provisions, as at the time in effect. The provisions of this Article V. shall
control during any such emergency, notwithstanding any contrary provisions of
the Articles of Incorporation or Bylaws of the corporation, except that this
Article V. shall not apply upon the accrual or continuance of the special
right of the Preferred Stocks pursuant to Article III.C.(6)(b) and nothing
herein shall in any way limit such special right.
As used in this Article V., an "emergency" shall mean a catastrophic event
that prevents a quorum of the Board of Directors from being readily assembled.
During any such emergency which makes it impossible to assemble a quorum of
directors at a duly noticed and constituted meeting, the business and affairs
of the corporation shall be managed by an interim Board of Directors
consisting of so many of the incumbent directors, if any, as are known to be
alive and not incapacitated, and whom the corporation is able to contact by
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normal means of communication, together with provisional directors selected as
hereinafter provided. The total number of directors on such interim Board of
Directors shall be the lesser of the number determined in or pursuant to the
Bylaws, or the number of eligible persons who are known to be alive, are not
incapacitated and can be readily contacted by the usual means of communica-
tion. The Board of Directors by resolution may from time to time designate a
list of provisional directors and the order of priority in which such persons
shall become interim directors in the event of emergency, which designation
shall continue in effect until such resolution has been subsequently amended
or rescinded or has by its terms ceased to have effect. Interim directors
need not be stockholders of the corporation. In addition to the exercise, on
a temporary basis, of all of the powers of the regular Board of Directors, the
interim Board of Directors shall have the authority to declare vacancies in
any positions of the regular Board of Directors in cases where any incumbent
director is incapacitated or missing or otherwise unable to be contacted
within a reasonable time, and to fill such vacancies, as well as any vacancy
resulting from the death of a director, by electing replacements to the
regular Board of Directors to serve until the next succeeding annual meeting
of stockholders.
When an emergency, as herein defined, has occurred, any director or
provisional director named in the aforementioned resolution, is empowered on
behalf of the corporation to declare the provisions of this Article V. to be
in effect, and to call a meeting of either the regular or an interim Board of
Directors on such notice, which may be shorter than the notice provided in the
Bylaws for special meetings of the Board of Directors, as such person may
determine to be advisable. In the case of a meeting of the interim Board of
Directors, reasonable efforts shall be made to give such notice to all persons
who are or may be eligible to serve as interim directors. At the first
meeting of any interim Board of Directors, three or more interim directors may
act, notwithstanding any other quorum requirement provided by law, these
Articles of Incorporation or the Bylaws of the corporation, and
notwithstanding any failure of other interim directors to receive notice of
the meeting. Prior to any initial meeting of the interim Board of Directors
three or more interim directors, and thereafter a majority of the interim
directors who are deemed to be serving as such, may take action as the Board
of Directors by telephone meeting, written instrument or other means which
reasonably evidences the assent to the action of a majority of such number of
interim directors, in lieu of action at a meeting.
ARTICLE VI. AMENDMENTS TO THE ARTICLES
Any lawful amendment of these Articles of Incorporation may be made by the
affirmative vote of the holders of a majority (defined as provided in Article
III.C.(6)(a)) of shares outstanding and, if the shares of any one or more
classes or series shall be entitled under these Articles or otherwise by law
to vote thereon as a class, the affirmative vote of the holders of a majority
(as so defined) of such shares outstanding unless otherwise provided in these
Articles, at any meeting of stockholders at which such action may properly be
taken. The corporation has elected, pursuant to Section 180.1706(1) of the
Wisconsin Business Corporation Law, that the majority vote requirements set
forth in Sections 180.1103(3), 180.1202(3), 180.1402(3) and 180.1404(2) of the
Wisconsin Business Corporation Law shall be applicable to all of the subjects
covered by those Sections, subject, however, to the voting requirements
specifically set forth in Article III. hereof.
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ARTICLE VII. EFFECT OF HEADINGS
The descriptive headings in these Articles were formulated, used and inserted
herein for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.
ARTICLE VIII. REGISTERED OFFICE AND AGENT
The address of the registered office of the corporation is 231 West Michigan
Street, Milwaukee, Wisconsin 53201 and the name of its registered agent at
such address is Ann Marie Brady.
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CERTIFICATE
The undersigned officer of Wisconsin Electric Power Company hereby certifies
that the foregoing Restated Articles of Incorporation of said Company contain
an amendment to the Restated Articles of Incorporation, as amended to date,
adopted on October 26, 1994 by the Board of Directors, in accordance with
Section 180.1002 of the Wisconsin Statutes.
Executed on behalf of the Company on:
1-9-95
--------------------------------
(date)
/s/Thomas H. Fehring
--------------------------------
(signature)
Thomas H. Fehring
--------------------------------
(printed name)
Assistant Secretary
--------------------------------
(title)
This document was drafted by:
John E. Dunn, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee WI 53202-4497
Please Return To:
John E. Dunn, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee WI 53202-4497
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