Exhibit 3(i)
ARTICLES OF MERGER
of
THE BERKSHIRE GAS COMPANY
(A Massachusetts Utility Corporation)
and
BERKSHIRE GAS MERGECO GAS COMPANY, INC.
(A Massachusetts Utility Corporation)
and
BERKSHIRE ENERGY RESOURCES
(A Massachusetts Business Trust - - a party to the Agreement and Plan
of Merger described herein and that will survive the transaction
contemplated in such agreement)
Pursuant to the provisions of Section 102A of Chapter 164 of the
Massachusetts General Laws, the undersigned corporations adopt the following
Articles of Merger for the purpose of merging Berkshire Gas Mergeco Gas
Company, Inc. ("Mergeco") with and into The Berkshire Gas Company ("Berkshire
Gas"), which shall be the Surviving Corporation:
1. Attached hereto and incorporated herein by reference is the
Agreement and Plan of Merger dated as of February 19, 1998, of the
undersigned corporations. The Surviving Corporation will furnish a copy of
said agreement to any of its stockholders, or to any person who was a
stockholder of a Constituent Corporation, upon written request and without
charge. The Effective Time as defined therein is 11:59 P.M., Boston time on
December 31, 1998.
2. The undersigned president or vice president and clerk or
secretary or assistant clerk or secretary of each undersigned corporation
hereby state under the penalties of perjury that the attached Agreement and
Plan of Merger has been duly executed on behalf of such corporation and has
been approved by the stockholders of such corporation and by the Department
of Telecommunications and Energy of The Commonwealth of Massachusetts in the
manner required by Section 96 of Chapter 164 of the Massachusetts General
Laws.
3. The post office address of the initial principal office of the
Surviving Corporation is 115 Cheshire Road, Pittsfield, Massachusetts 01201.
4. The name, residence and post office address of each of the
initial directors and the chairman, president, treasurer and clerk of the
Surviving Corporation are as follows:
POST OFFICE
NAME TITLE RESIDENCE ADDRESS
George R. Baldwin Director c/o 115 Cheshire Road
Pittsfield, MA 01201
John W. Bond Director c/o 115 Cheshire Road
Pittsfield, MA 01201
Paul L. Gioia Director c/o 115 Cheshire Road
Pittsfield, MA 01201
Franklin M. Hundley Chairman and c/o 115 Cheshire Road
Director Pittsfield, MA 01201
James R. Keys Director c/o 115 Cheshire Road
Pittsfield, MA 01201
Robert B. Trask Director c/o 115 Cheshire Road
Pittsfield, MA 01201
Scott S. Robinson Director, 115 Cheshire Road
President and Pittsfield, MA 01201
Chief Executive
Officer
Michael J. Marrone Vice President, 115 Cheshire Road
Treasurer and Pittsfield, MA 01201
Chief Financial
Officer
Cheryl M. Clark Clerk 115 Cheshire Road
Pittsfield, MA 02101
5. The fiscal year of the Surviving Corporation initially adopted
shall end on the last day of the month of June in each year.
6. The date and time initially fixed in the Bylaws for the annual
meeting of the stockholders of the Surviving Corporation is 10:00 a.m. on the
second Wednesday in November of each year.
IN WITNESS WHEREOF, Berkshire Gas, Mergeco and Berkshire Energy
Resources, pursuant to approval and authorization duly given by resolutions
adopted by their respective Boards of Directors or Board of Trustees, have
each caused these Articles of Merger to be executed by its president or one
of its vice presidents and its clerk or one of its assistant clerks.
Dated: December 28, 1999 THE BERKSHIRE GAS COMPANY
By: /s/ Scott S. Robinson
---------------------
Name: Scott S. Robinson
Title: President and Chief
Executive Officer
By: /s/ Cheryl M. Clark
-------------------
Name: Cheryl M. Clark
Title: Clerk
BERKSHIRE GAS MERGECO GAS COMPANY, INC.
By: /s/ Scott S. Robinson
---------------------
Name: Scott S. Robinson
Title: President and Chief
Executive Officer
By: /s/ Cheryl M. Clark
-------------------
Name: Cheryl M. Clark
Title: Clerk
BERKSHIRE ENERGY RESOURCES
By: /s/ Scott S. Robinson
---------------------
Name: Scott S. Robinson
Title: President and Chief
Executive Officer
By: /s/ Cheryl M. Clark
-------------------
Name: Cheryl M. Clark
Title: Secretary