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EXHIBIT (3)-1
RESTATED
ARTICLES OF INCORPORATION
OF
WISCONSIN ENERGY CORPORATION
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AS AMENDED AND RESTATED EFFECTIVE JUNE 12, 1995
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RESTATED
ARTICLES OF INCORPORATION
OF
WISCONSIN ENERGY CORPORATION
These Restated Articles of Incorporation of Wisconsin Energy Corporation, 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 the corporation is WISCONSIN ENERGY CORPORATION.
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 Three Hundred and Forty Million (340,000,000)
shares, consisting of Three Hundred and Twenty-Five Million
(325,000,000) shares of Common Stock of the par value of One Cent ($.01)
per share (hereinafter called the "Common Stock") and Fifteen Million
(15,000,000) shares of Preferred Stock of the par value of One Cent
($.01) per share (hereinafter called the "Preferred Stock").
B. Common Stock Provisions
(1) Dividends
Subject to any rights of holders of Preferred Stock, 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.
(2) Voting Rights
Subject to any rights of holders of Preferred Stock to vote on a
matter as a class or series, each outstanding share of Common Stock
shall be entitled to one vote on each matter submitted to a vote of
holders of Common Stock at a meeting of stockholders.
(3) Liquidation, Dissolution or Winding Up
In the event of any liquidation, dissolution or winding up of the
corporation, the holders of Common Stock, subject to any rights of
holders of Preferred Stock, shall be entitled to receive the net balance
of any remaining assets of the corporation.
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(4) No Preemptive Rights
No holder of 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, or whether issued
for cash, property or services, by way of dividend, or in exchange for
the stock of another corporation.
C. Preferred Stock Provisions
The Board of Directors shall have authority to divide the Preferred
Stock into series, to issue shares of any such series and, within the
limitations set forth in these Articles of Incorporation or prescribed
by law, to fix and determine the relative rights and preferences of the
shares of any series so established. Each such series shall be so
designated as to distinguish the shares thereof from the shares of all
other series and classes. All shares of Preferred Stock shall be
identical except as to the following relative rights and preferences, as
to which there may be variations between different series:
(1) The rate of dividend;
(2) The price at and the terms and conditions on which shares may be
redeemed;
(3) The amount payable upon shares in the event of voluntary or
involuntary liquidation of the corporation;
(4) Sinking fund provisions for the redemption or purchase of shares;
(5) The terms and conditions on which shares may be converted, if
shares are issued with the privilege of conversion;
(6) Voting rights, if any; and
(7) Any other rights or preferences as to which the laws of the State
of Wisconsin, as in effect at the time of the determination
thereof, permit variations between different series of Preferred
Stock.
Shares of Preferred Stock shall have only such voting rights, if any,
preemptive rights, if any, and other rights as are fixed and determined
by the Board of Directors in accordance with the foregoing provisions or
as may be required by law.
D. Certain Other Provisions Affecting Stockholders
(1) Restriction on Certain Purchases of Common Stock at Market Premium
(a) The corporation shall not purchase any shares of Common
Stock from any person or other entity if more than 5% of the outstanding
shares of Common Stock are believed by the Board of Directors to be
Beneficially Owned by such person or other entity at the time the
purchase is authorized by the Board, at a price exceeding significantly
(as determined by the Board of Directors) the then current market price.
This provision shall not apply, however, to (i) any purchase of shares
believed by the Board to have been Beneficially Owned by the seller, or
by the seller and any of the seller's Affiliates consecutively, for at
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least the two-year period ending with the date of purchase; (ii) any
purchase of shares which has been approved by affirmative vote by a
majority of the aggregate number of votes which the holders of the then
outstanding shares of Common Stock and Preferred Stock are entitled to
cast, voting together as a class, in the election of directors; or (iii)
any purchase pursuant to a tender offer to all holders of Common Stock
on the same terms.
(b) As used in this Subsection (1):
(i) "Affiliate", with respect to any person or other
entity, means any other person or other entity that directly, or
indirectly through one or more intermediary, controls, is controlled by,
or is under common control with, such former person or other entity;
(ii) "Beneficially Owned", as of any time, means
Beneficially Owned within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as in effect on June 1, 1986.
(2) Shares Not Subject to Statutory Vote Reduction Provisions
The voting power of shares of Common Stock and Preferred Stock
shall not at any time be subject to Section 180.1150 of the Wisconsin
Statutes or any successor provision.
(3) Bylaw Provisions Fixing Greater Voting Requirements
The Bylaws may require a greater stockholder vote than would
otherwise be required by law or by these Articles of Incorporation for:
(i) removal of a director from office; or (ii) amending provisions of
the Bylaws relating to or in connection with taking action by the
unanimous consent of stockholders without a meeting; the number, term,
qualification, classification and election of directors; the removal of
a director from office; notice for Board of Directors' meetings;
indemnification of officers, directors and other persons by the
corporation; or Bylaw amendments. For purposes of Sections 180.1021 and
180.1706(4) of the Wisconsin Statutes, each section of the Bylaws shall
be deemed to be a separate bylaw.
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, which may
provide that the directors shall be divided into three classes as contemplated
in Section 180.0806 of the Wisconsin Statutes or any successor provision.
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. During any 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 Emergency,
notwithstanding any contrary provisions of these Articles of Incorporation or
the Bylaws of the corporation.
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As used in this Article V, "Emergency" means a catastrophic event that
prevents a quorum of the Board of Directors from being readily assembled.
During any Emergency, 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 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 communication. 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 has occurred, any director or provisional director named in
any 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 for 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 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. ACQUISITION OF OWN SHARES
Subject to the provisions of Section D(1) of Article III of these Articles of
Incorporation, the corporation is authorized to purchase, take, receive or
otherwise acquire shares of Common Stock or Preferred Stock of the
corporation, with the approval of the Board of Directors, with or without any
vote or consent of stockholders.
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ARTICLE VII. AMENDMENTS TO THE ARTICLES
Any lawful amendment of these Articles of Incorporation may be made by
affirmative vote by at least the proportion specified below of the aggregate
number of votes which the holders of the then outstanding shares of Common
Stock and Preferred Stock are entitled to cast on the amendment and, if the
shares of one or more classes or series are entitled under these Articles of
Incorporation or otherwise by law to vote thereon as a class, affirmative vote
by the same proportion of the aggregate number of votes which the holders of
the then outstanding shares of such one or more classes or series are entitled
to cast on the amendment. The proportion referred to above in this Article
VII shall be 80% in the case of any amendment of the provisions set forth in
Sections C and D(1) of Article III of these Articles of Incorporation, and in
this Article VII, and any amendment rendering inapplicable to the corporation
Sections 180.1130 through 180.1134 of the Wisconsin Business Corporation Law
or any successor provisions, and shall be a majority in all other cases.
ARTICLE VIII. EFFECT OF HEADINGS
The descriptive headings in these Articles of Incorporation 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 IX. 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 J. H. Goetsch. The county of such registered office is
Milwaukee County.
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