Exhibit 3.3
ARTICLES OF INCORPORATION
OF
WINE ACQUISITION INC.
ARTICLE I.
NAME AND AGENT
The name of the corporation is Wine Acquisition Inc. (the
"Corporation"). The name in this State of the Corporation's initial agent for
service of process is CT Corporation System.
ARTICLE II.
PURPOSE
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of California (the "General Corporation Law"), other than the
banking business, the trust company business or the practice of a profession
permitted to be incorporated by the California Corporations Code.
ARTICLE III.
CAPITAL STOCK
1. The total number of shares of all classes of stock that the
Corporation shall be authorized to issue is 1,000, all of which shall be shares
of common stock, $.01 par value ("Common Stock").
ARTICLE IV.
DIRECTORS
1. The exact number of directors comprising the entire Board shall
be fixed from time to time by a bylaw or amendment thereof duly adopted by the
Board or approved by not less than two-thirds of the outstanding shares.
2. The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III, as nearly equal in number as
possible, and the term of office of directors of one class shall expire at each
annual meeting of shareholders, but in all cases continue as to each director
until his or her successor shall be elected and shall qualify or until his or
her earlier resignation, removal from office, death or incapacity. Additional
directorships resulting from an increase in number of directors shall be
apportioned among the classes as equally as possible. The initial terms of
office shall be determined by resolution duly adopted by
the Board. At each annual meeting of shareholders the number of directors equal
to the number of directors of the class whose term expires at the time of such
meeting (or, if fewer, the number of directors properly nominated and qualified
for election) shall be elected to hold office until the third succeeding annual
meeting of shareholders after their election. This paragraph 2 of this Article
IV shall become effective only when the Corporation becomes a "listed
corporation" within the meaning of (S) 301.5 of the General Corporation Law and
where the number of directors is no less than nine.
ARTICLE V.
CUMULATIVE VOTING
No shareholder may cumulate votes in the election of directors. This
Article V shall become effective only when the Corporation becomes a "listed
corporation" within the meaning of (S) 301.5 of the General Corporation Law.
ARTICLE VI.
ACTION BY SHAREHOLDERS
Unless the Board of Directors, by a resolution adopted by two-thirds
of the authorized number of directors, waives the provisions of this Article VI
in any particular circumstance, any action required or permitted to be taken by
shareholders of the Corporation must be taken either (i) at a duly called annual
or special meeting of shareholders of the Corporation or (ii) by the unanimous
written consent of all of the shareholders.
ARTICLE VII.
LIABILITY OF DIRECTORS FOR MONETARY DAMAGES; INDEMNIFICATION OF
AND INSURANCE FOR CORPORATE AGENTS
1. The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
2. The Corporation shall have the power, by bylaw, agreement or
otherwise, to provide indemnification of agents (as defined in (S) 317 of the
General Corporation Law) of the corporation to the fullest extent permissible
under California law and in excess of that expressly permitted under (S) 317 of
the General Corporation Law, subject to the limits on such excess
indemnification set forth in (S) 204 of the General Corporation Law.
3. The Corporation shall have the power to purchase and maintain
insurance on behalf of any agent (as defined in (S) 317 of the General
Corporation Law) of the corporation against any liability asserted against or
incurred by the agent in that capacity or arising out of the agent's status as
such to the fullest extent permissible under California law and whether or not
the corporation would have the power to indemnify the agent under (S) 317 of the
General Corporation Law or these articles of incorporation.
ARTICLE VIII.
BY-LAWS
The Board of Directors is expressly authorized to make, amend or
repeal the bylaws of the Corporation, without any action on the part of the
shareholders, solely by the affirmative vote of at least two-thirds of the
authorized number of directors. The bylaws may also be amended or repealed by
the shareholders, but only by the affirmative vote of the holders of shares
representing at least two-thirds of the outstanding shares of the Corporation
entitled to vote.
ARTICLE IX.
AMENDMENT
The amendment or repeal of Articles IV, V, VI, VII, VIII and IX shall
require the approval of not less than two-thirds of the outstanding shares.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed
as of August, 1, 1997.
/s/ Phillip J. Susser
---------------------
Phillip J. Susser
Incorporator
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
WINE ACQUISITION INC.
Donald E. Felsinger and Kevin C. Sagara hereby certify that:
1. The name of the Corporation is Wine Acquisition Inc. The date of
filing of its Articles of Incorporation with the Secretary of State of the State
of California was August 1, 1997.
2. They are the President and the Secretary, respectively, of the
Corporation.
3. This Certificate of Amendment sets forth an amendment to the
Articles of Incorporation of the Corporation which was duly adopted by the Board
of Directors of the Corporation by written consent and was duly adopted by the
written consent of the holders of a majority of the outstanding shares of the
Corporation entitled to vote thereon in accordance with the provisions of
Sections 902 and 603 of the General Corporation Law of the State of California.
The total number of outstanding shares is 1000. The percentage vote required
was more than 50%.
4. Article I of the Articles of Incorporation is hereby amended in
full to be and read as follows:
"ARTICLE I.
NAME AND AGENT
The name of the corporation is Sempra Holdings Inc. (the
"Corporation"). The name in this State of the Corporation's initial agent for
service of process is CT Corporation System."
We the undersigned further declare under penalty of perjury under the
laws of the State of California that the matters are set forth in this
certificate are true and correct of our own knowledge.
Executed this 6th day of March, 1998.
---
By: /s/ Donald E. Felsinger
-----------------------------------
Donald E. Felsinger
President and Chief Executive Officer
By: /s/ Kevin C. Sagara
-----------------------------------
Kevin C. Sagara
Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SEMPRA HOLDINGS INC.
The undersigned certify that:
1. They are the President and the Secretary, respectively, of Sempra
Holdings Inc., a California corporation.
2. Article I of the Articles of Incorporation is amended to read in
its entirety as follows:
"ARTICLE I
NAME
The name of the corporation is: Sempra Energy Holdings."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code. The total number of outstanding shares of the
corporation is 1000. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote was more than 50%.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Date: April 12, 1999
By: /s/ Donald E. Felsinger
-----------------------
Donald E. Felsinger
President
By: /s/ Thomas C. Sanger
-----------------------
Thomas C. Sanger
Secretary