[LETTERHEAD]
RESTATED CERTIFICATE OF
INCORPORATION
I, FRANK MURRAY, Secretary of State of the State of Montana, do hereby
certify that duplicate originals of Restate Articles of Incorporation of
GREAT FALLS GAS COMPANY
and Statement on Adoption thereon duly executed pursuant to the provisions of
Section 35-1-213 of the Montana Code Annotated have been received in my office
and found to conform to law.
NOW, THEREFORE, I, FRANK MURRAY, as such Secretary of Sate, by virtue of
the authority vested in me by law, HEREBY ISSUE this Restated Certificate of
Incorporation of Incorporation of
GREAT FALLS GAS COMPANY
and attach hereto a duplicate original of the Restated Articles of Incorporation
and the Statement on Adoption thereon.
IN WITNESS WHEREOF, I have
hereunto set my hand and affixed
the Great Seal of the State of
Montana, at Helena, the Capital
this 24th day of November, A.D. 1980.
/s/ Frank Murray
FRANK MURRAY
Secretary of State
/s/ Leonard C. Larson
By Leonard C. Larson
Chief Deputy
281111
RESTATED ARTICLES OF INCORPORATION STATE OF MONTANA
FILED
OF NOV 24 1980
FRANK MURRAY
GREAT FALLS GAS COMPANY SECRETARY OF STATE
/s/ Frank Murray
Pursuant to the provisions of Section 58 of the Montana Business
Corporation Act (Section 35-1-213, MCA (1978)), the undersigned corporation,
pursuant to a resolution duly adopted by its Board of Directors, hereby adopts
the following Restated Articles of Incorporation:
FIRST: The name of the corporation is Great Falls Gas Company.
SECOND: The duration of the corporation is to be perpetual.
THIRD: The purposes for which the corporation was and is organized are as
follows:
(a) To acquire by purchase that certain gas franchise known as "Ordinance
No. 310", passed by the city council of the City of Great Falls, Montana, on the
20th day of January, 1908, and approved by the Mayor of said City on the 21st
day of January, 1908, being a grant to Charles U. Gordon, his associates,
successors and assigns, of the right to construct, maintain and operate a plant
for the manufacture, sale and distribution of illuminating and fuel gas and
their by-products, and to use the streets, alleys and public places of said City
therefor, and thereafter to own, said gas franchise and to use and enjoy the
same according to the nature thereof. (As originally pro-
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vided in the Articles of Incorporation filed February 11, 1909.)
(b) To acquire, own and hold lands, buildings, tanks, machinery, pipes and
pipe lines, and any and all suitable appliances for manufacturing, producing,
and distributing illuminating and fuel gas, and by-products, and any and all
other illuminant products for lighting, heating, and any and all other
beneficial uses and purposes to which they may be applied. (As originally
provided in the Articles of Incorporation filed February 11, 1909.)
(c) To acquire, hold and operate machinery and other property for the
purpose of generating and transmitting electricity, electric energy and electric
light, heat and power; and to supply such gas and illuminant products, heat and
light to the said City of Great Falls, and to the inhabitants thereof, or to any
other useful purpose. (As originally provided in the Articles of Incorporation
filed February 11, 1309.)
(d) To acquire and hold mineral lands and rights to prospect for, bore,
sink wells, produce, pipe and transport natural gas, oil and petroleum; and to
refine, store and deal in petroleum and other oils and their products and
by-products; to operate and maintain oil and natural gas wells, with suitable
tanks and pipe lines for the same; and to acquire, own, dispose of, develop and
operate mines of coal and coal lands. (As originally provided in the Articles of
Incorporation filed
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February 11, 1909.)
(e) To incur indebtedness in such amount as may be deemed necessary or
proper; to evidence such indebtedness by the bonds or other written obligations
of this corporation; and to secure the payment of such indebtedness by mortgage,
deed of trust, or other form of incumbrance of and upon all or any part of the
property, rights, privileges and franchises of this corporation, whether
acquired at the time of making such incumbrance or thereafter to be acquired.
(As originally provided in the Articles of Incorporation filed February 11,
1909.)
(f) To carry on any other business, or to do any other thing in connection
with the objects and purposes above mentioned that may be necessary or proper to
successfully accomplish or promote said subjects and purposes. And to do any and
all other acts and things, and to exercise any and all other powers, which a
copartnership or natural person could do and exercise, and which now or
hereafter may be authorized by law. (As originally provided in the Articles of
Incorporation filed February 11, 1909.)
(g) To engage in any lawful act or activity for which corporations may be
organized under the Montana Business Corporation Act.
(h) To do each and every thing necessary, proper or convenient for the
accomplishment of any such purposes.
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FOURTH: The aggregate number of shares which the corporation now has
authority to issue is One Hundred Twenty Thousand (120,000) shares of the par
value of One Dollar and Fifty Cents ($1.50) each, of which Eighty-Seven Thousand
Five Hundred Forty-Four (87,544) shares are issued and outstanding, including
Nine Hundred Thirty-Eight (938) shares of treasury stock. The stated capital of
the corporation is One Hundred Thirty-One Thousand Three Hundred Sixteen Dollars
($131,316.00).
FIFTH: The Bylaws of this corporation may be altered, amended, or
additional provisions adopted by a majority vote of all of the capital stock
represented in any regular or special meeting of the stockholders, or by a
majority of the directors in any regular or special meeting of the Board of
Directors.
SIXTH: The current address of the initial registered
office of the corporation is:
725 Central Avenue
P. O. Box 2229
Great Falls, Montana 59403.
And the name of its current registered agent at such
Address
Larry D. Geske
SEVENTH: The number of directors now constituting the Board of Directors of
the corporation is seven (7).
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The foregoing Restated Articles of Incorporation correctly set forth
without change the corresponding provisions of the Articles of Incorporation as
herein and as heretofore amended, and supersede the original Articles of
Incorporation and all amendments thereto. DATED this 1st day of May, 1980.
GREAT FALLS GAS COMPANY
BY: /s/ Larry D. Geske
------------------------------
LARRY D. GESKE, President
ATTEST:
/s/ Robert W. Creek
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ROBERT W. CREEK, Secretary
VERIFICATION
------------
STATE OF MONTANA )
: ss.
County of Cascade )
On this 25th day of August, 1980, before me, the undersigned, a Notary
Public for the State of Montana, personally appeared LARRY D. GESKE and ROBERT
W. CREEK, known to me to be the president and secretary, respectively, of GREAT
FALLS GAS COMPANY, and they, upon their oath, acknowledged to me that such
corporation executed the foregoing Restated Articles of Incorporation of Great
Falls Gas Company and that the statements therein contained are true.
/s/ William Quast
---------------------------------------
Notary Public for the State of Montana
Residing at Great Falls, Montana
My Commission expires: June 16, 1981
(NOTARIAL SEAL)
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ARTICLES OF AMENDMENT TO ARTICLES OF
INCORPORATION
The name of the Corporation is the Great Falls Gas Company.
The following is the Article of Amendment to the Articles of Incorporation for
Great Falls Gas Company:
[STAMP]
RESOLVED, that the Shareholders amend the Articles of Incorporation, in
order to increase the number of authorized shares of Common Stock, to effect a
10-for-1 split of the Company's Common Stock and to authorize preferred shares
of Preferred Stock, and to establish the par value of said authorized shares,
such amendment to be effective June 15, 1984, and that to that end Article
Fourth be changed to read as follows:
"FOURTH. The total authorized number of shares of this Corporation is
5,000,000, of which 3,500,000 shall be shares of Common Stock of the par
value of $.15 each and of which 1,500,000 shall be shares of preferred stock
of the par value of $.15 each. The shares of Preferred Stock may be issued
from time to time by the Board of Directors in one or more series with such
designations, relative rights, preferences, limitations, dividend rates,
redemption prices, liquidation prices, conversion rights, sinking or purchase
fund rights, and other provisions as the Board of Directors may establish,
fix and determine. The holders of shares of Common Stock shall have one vote
for each share of Common Stock held on each matter submitted to the holders
of shares of Common Stock."
The date of adoption was May 10, 1984, which was the date of a Special
meeting of the Stockholders. There are 86,606 shares of common stock Outstanding
and entitled to vote. The corporation only had one class of stock at the time of
the vote. The holders of 81,066 shares of stock attended, in person or by proxy,
the Special Meeting of Stockholders. The following votes here received:
80,838 votes "for"
161 votes "against"
67 votes "abstained"
The 10-for-1 split of the Company's common stock requires the
issuance of 9 additional shares to each holder of shares, as of the effective
date of June 1984. The transfer agent will send the additional shares along with
a note of explanation signed by the President of the Corporation.
/s/Larry D. Geske /s/ William Quast
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President Secretary
SECRETARY OF STATE
STATE OF MONTANA
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
I, JIM WALTERMIRE, Secretary of State of the State of Montana, do hereby
certify that the Articles of Amendment to the Articles of Incorporation of GREAT
FALLS GAS COMPANY, a Montana profit corporation, duly executed pursuant to the
provisions of Section 35-1-210, Montana Code Annotated, have been received in my
office and conform to law.
NOW, THEREFORE, I, JIM WALTERMIRE, as such Secretary of State, by virtue of
the authority vested in me by law, hereby issue this Certificate of Amendment to
the Certificate of Incorporation of GREAT FALLS GAS COMPANY, a Montana profit
corporation, and attach hereto a copy of the Articles of Amendment to the
Articles of Incorporation.
.
IN WITNESS WHEREOF, I
have hereunto set my hand and
affixed the Great Seal of the
State of Montana, at Helena,
the Capital, this December 10,
A.D. 1987.
/s/ Jim Waltermire
JIM WALTERMIRE
Secretary of State
GREAT FALLS GAS COMPANY ARTICLES OF INCORPORATION
ARTICLES OF AMENDMENT
Pursuant to the provisions of the Montana Business Corporation Act ( MCA Section
35-1-207 et seq.), Great Falls Gas Company submits its Articles of Amendment as
follows:
1. The name of the corporation is Great Falls Gas Company.
2. The amendment adopted by its shareholders reads as follows:
EIGHTH. A director of the corporation shall not be personally liable
to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions that constitute willful
misconduct, recklessness, or a knowing violation of law, (iii) under
Section 409 of the Montana Business Corporation Act, or (iv) for a
transaction from which the director derives an improper personal
benefit. If the Montana Business Corporation Act is hereafter amended
to authorize further elimination or limitation of the liability of a
director then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Montana
Business Corporation Act, as so amended., Any repeal or modification
of the foregoing provisions of this Article Eight shall not adversely
affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
3. On August 25th the Board of Directors for Great Falls Gas Company adopted a
resolution proposing to amend the Articles of Incorporation in the above manner.
On November 5th shareholders approved that amendment at the annual shareholders
meeting.
4. The number of shares outstanding at the time of the annual meeting was
1,001,146. The number of shares entitled to vote was 991,766. At the time of the
annual meeting the Company had only one authorized class of stock.
5. The number of shares voted in favor of the amendment was 511,728. The number
of shares voted in opposition to the amendment was 14,800.
6. The amended article does not provide for exchange, reclassification or
cancellation of issued shares.
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Dated this 7th day of December, 1987.
By: /s/ Larry D. Geske
---------------------------
Larry D. Geske, President
Attest:
/s/ John C. Allen
- -----------------------------------
John C. Allen, Assistant Secretary
VERIFICATION
STATE OF MONTANA )
: ss.
County of Cascade )
On the 7th day of December, 1987, before me, the undersigned, a Notary
Public for the State of Montana, personally appeared LARRY D. GESKE, and JOHN C.
ALLEN, known to me to be the president and assistant secretary, respectively, of
GREAT FALLS GAS COMPANY, and they, upon their oath, acknowledged to me that such
corporation executed the foregoing Restated Articles of Incorporation of Great
Falls Gas Company and that the statements therein contained are true.
/s/ Cheryl Johnson
---------------------------------------
Notary Public for the State of Montana
Residing at Great Falls, Montana
My commission expires: February 21, 1988
(NOTARIAL SEAL)
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GREAT FALLS GAS COMPANY ARTICLES OF INCORPORATION
ARTICLES OF AMENDMENT
Pursuant to the provisions of the Montana Business Corporation Act (MCA 35-1-230
et seq.) Great Falls Gas Company submits its Articles of Amendment as follows:
1. The name of the corporation is Great Falls Gas Company.
2. At the Shareholders meeting held November 18, 1993, a majority of its
Shareholders adopted the following proposals:
1. To change the corporate name from Great Falls Gas Company to ENERGY
WEST, Incorporated,
2. To amend the Articles of Incorporation to allow for the election of a
range in the number of Directors from five to nine.
Therefore, the Articles of Incorporation shall be changed to replace the
name Great Falls Gas Company throughout the Articles of Incorporation,
wherever it appears with the name ENERGY WEST, Incorporated.
Furthermore, consistent with proposition Number 2 above, Article 3.2 shall
be changed to read as follows:
Section 3.2 Number, Qualification and Term of Office. The number of
directors which shall constitute the whole Board shall be determined by
resolution of the Board of Directors except that the number of directors
shall not be less than five or more than nine. Each director shall own at
least ten shares of capital stock of the Company. The term of office shall
be one year unless the Board of Directors by resolution implement staggered
terms consistent with the requirements of prevailing law. The terms of
directors, if staggered, shall be two years.
3. On November 18, 1993 the Board of Directors for Great Falls Gas Company
adopted a resolution proposing to amend the Articles of Incorporation in
the above manner. On November 18, 1993 shareholders approved that amendment
at the annual shareholders meeting.
4. The number of shares outstanding at the time of the annual meeting was
1,085,724. The number of shares entitled to vote was 1,085,724. At the time
of the annual meeting the Company had only one authorized class of stock.
5. The number of shares voted in favor of Proposal No. 1, the Name Change
amendment, was 951,716. The number of shares voted in opposition to the
amendment was 16,091.
The number of shares voted in favor of the Proposal No. 2, Number of
Directors, was 941,505. The number of shares voted in opposition to the
amendment was 25,597.
6. The amended article does not provide for exchange, reclassification or
cancellation of issued shares.
Dated this 21st day of December, 1993.
By: /s/ Larry D. Geske
----------------------------------
Larry D. Geske, President and CEO
VERIFICATION
STATE OF MONTANA )
: ss.
County of Cascade )
On the 20th day of December, 1993, before me, the undersigned, a Notary Public
for the State of Montana, personally appeared LARRY D. GESKE, known to me to be
the President and CEO of ENERGY WEST, Incorporated, and upon his oath,
acknowledged to me that such corporation executed the foregoing Articles of
Amendment of ENERGY WEST, Incorporated and that the statements therein contained
are true.
/s/ Cheryl Johnson
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Notary Public for the State of Montana
Residing at Great Falls, Montana
My commission expires: February 21, 1994