EXHIBIT 3(i)
DOMINION RESOURCES, INC.
ARTICLES OF INCORPORATION
As amended and restated
Effective August 9, 1999
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ARTICLE I. NAME
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The name of the Corporation is Dominion Resources, Inc.
ARTICLE II. PURPOSE
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The purpose for which the Corporation is organized is to
transact any and all lawful business, not required to be
specifically stated in the Articles of Incorporation, for
which corporations may be incorporated under the Virginia
Stock Corporation Act.
ARTICLE III. STOCK
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DIVISION A -- COMMON STOCk
The Corporation shall have authority to issue 500,000,000
shares of Common Stock without par value.
Dividends may be paid upon the Common Stock out of any assets
of the Corporation available for dividends remaining after
full dividends on the outstanding Preferred Stock at the
dividend rate or rates therefor, together with the full
additional amount required by any participation right, with
respect to all past dividend periods and the current dividend
period shall have been paid or declared and set apart for
payment and all mandatory sinking fund payments that shall
have become due in respect of any series of the Preferred
Stock shall have been made.
In the event of any liquidation, dissolution or winding up of
the Corporation the Board of Directors may, after satisfaction
of the rights of the holders of all shares of preferred Stock,
or the deposit in trust of money adequate for such
satisfaction, distribute in kind to the holders of the Common
Stock all then remaining assets of the Corporation or may
sell, transfer or otherwise dispose of all or any of such
remaining assets of the Corporation and receive payment
therefor wholly or partly in cash and/or in stock and/or in
obligations and may sell all or any part of the consideration
received therefor and distribute all or the balance thereof in
kind to the holders of the Common Stock.
The holders of the Common Stock shall, to the exclusion of the
holders of the Preferred Stock, have the sole and full power
to vote for the election of directors and for all other
purposes without limitation except only as otherwise recited
or provided in the provisions of these Articles of
Incorporation applicable to the Preferred Stock.
Subject to the provisions of these Articles of Incorporation
applicable to the Preferred Stock, the Corporation may from
time to time purchase or otherwise acquire for a consideration
or redeem (if permitted by the terms thereof) share of Common
Stock or shares of any other class of stock hereafter created
ranking junior to the Preferred Stock in respect of dividends
or assets and any shares so purchased or acquired may be held
or disposed of by the Corporation from time to time for its
corporate purposes or may be retired as provided by law.
DIVISION B --- PREFERRED STOCk
The Corporation shall have authority to issue 20,000,000
shares of Preferred Stock.
The Board of Directors is hereby empowered to cause any class
of the Preferred Stock of the Corporation to be issued in
series with such of the variations permitted by clauses
(a)-(k) below, as shall be determined by the Board of
Directors.
The shares of Preferred Stock of different classes or series
may vary as to:
(a) the designation of such class or series, the number of
shares to constitute such class or series and the stated
value thereof;
(b) whether the shares of such class or series shall have
voting rights, in addition to any voting rights provided by
law, and, if so, the terms of such voting rights, which (i)
may be general or limited, and (ii) may permit more that
one vote per share;
(c) the rate or rates (which may be fixed or variable) at
which dividends, if any, are payable on such class or
series, whether any such dividends shall be cumulative,
and, if so, from what dates, the conditions and dates upon
which such dividends shall be payable, the preference or
relation which such dividends shall bear to the dividends
payable on any shares of stock of any other class or any
other series of such class;
(d) whether the shares of such class or series shall be
subject to redemption by the Corporation, and, if so, the
times, prices and other conditions of such redemption;
(e) the amount or amounts payable upon shares of such class or
series upon, and the rights of the holders of such class or
series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution of the
assets, of the Corporation;
(f) whether the shares of such class or series shall be
subject to the operation of a retirement or sinking fund
and, if so, the extent to and manner in which any such
retirement or sinking fund shall be applied to the purchase
or redemption of the shares of such series for retirement
or other corporate purposes and the terms and provisions
relative to the operation thereof;
(g) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any class or
any other series of such class or any other securities
(including common stock) and, if so, the price or prices or
the rate or rates of conversion or exchange and the method,
if any, of adjusting the same, and any other terms and
conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be effective
while any shares of such class or series are outstanding
upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or
other acquisition by the Corporation of, the Common Stock
or shares of stock of any other class or any other series
of such class;
(i) the conditions or restrictions, if any, upon the creation
of indebtedness of the Corporation or upon the issue of any
additional stock, including additional shares of such class
or series or of any other series of such class or of any
other class;
(j) the ranking (be it pari passu, junior or senior) of each
class or series as to the payment of dividends, the
distribution of assets and all other matters; and
(k) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications,
limitations and restrictions thereof, insofar they are not
inconsistent with the provisions of these Articles of
Incorporation, to the full extent permitted in accordance
with the laws of the Commonwealth of Virginia.
In the event of any liquidation, dissolution or winding up of
the Corporation, after there shall have been paid to or set
aside for the holders of the Preferred Stock the full
preferential amounts to which they are respectively entitled
under the provisions of these Articles of Incorporation
applicable to the Preferred Stock, the holders of the
Preferred Stock shall have no claim to any of the remaining
assets of the Corporation.
The powers, preferences and relative, participating, optional
and other special rights of each class or series of Preferred
Stock, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other
classes and series at any time outstanding. All shares of
Preferred Stock of each series shall be equal in all respects.
DIVISION C -- GENERAL PROVISIONs
The number of authorized shares of capital stock of the
Corporation, or the amount of capital represented thereby, may
be increased or decreased in the manner and subject to the
conditions and limitations prescribed by the laws of the
Commonwealth of Virginia, as they now and may hereafter exist,
and subject to the provisions hereinafter contained.
Any and all shares of Preferred Stock and Common Stock of the
Corporation, at the time authorized but not issued and
outstanding may be issued and disposed of by the Board of
Directors of the Corporation in any lawful manner,
consistently, in the case of shares of Preferred Stock, with
the requirements set forth in the provisions of these Articles
of Incorporation applicable to the Preferred Stock, at any
time and from time to time, for such considerations as may be
fixed by the Board of Directors of the Corporation.
The Board of Directors shall have authority from time to time
to set apart out of any assets of the Corporation otherwise
available for dividends a reserve or reserves as working
capital or for any other proper purpose or purposes, and to
reduce, abolish or add to any such reserve or reserves from
time to time as said board may deem to be in the interests of
the Corporation; and said board shall likewise have power to
determine in its discretion what part of the assets of the
Corporation available for dividends in excess of such reserve
or reserves shall be declared as dividends and paid to the
stockholders of the Corporation.
No stockholder shall have any pre-emptive right to acquire
unissued shares of the Corporation or to acquire any
securities convertible into or exchangeable for such shares or
to acquire any options, warrants or rights to purchase such
shares.
Each holder of record of outstanding shares of stock entitled
to vote at any meeting of stockholders shall, as to all
matters in respect of which such stock has voting power, be
entitled to one vote for each share of such stock held by him,
as shown by the stock books of the Corporation, and may cast
such vote in person or by proxy. Except as herein expressly
provided, or mandatorily provided by the laws of the
Commonwealth of Virginia, a quorum at any meeting shall
consist of a majority of the shares outstanding, and a
plurality vote of such quorum shall govern.
The Board of Directors of the Corporation may, by resolution,
determine that only a part of the consideration which it is to
receive for any shares of stock which it shall issue shall be
capital and that the balance of such consideration (not
greater, however, that the excess of such consideration over
the par value, if any, of such shares) shall be capital
surplus of the Corporation.
ARTICLE IV. OFFICES
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The principal office of the Corporation in the Commonwealth of
Virginia is to be located in the City of Richmond.
ARTICLE V. DIRECTORS AND OFFICERS
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The business and affairs of the Corporation shall be managed
by or under the direction of a Board of Directors consisting
of not less than ten nor more than seventeen Directors, the
exact number of Directors to be determined from time to time
by resolution adopted by the affirmative vote of a majority of
the Directors then in office or at least two-thirds of the
shares entitled to vote at a meeting of Stockholders. Each
Director shall hold office until the next annual meeting and
until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement,
disqualification or removal from office. No decrease in the
number of directors shall shorten the term of any incumbent
Director.
Notwithstanding, the foregoing, whenever the holders of any
one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class
or series, to elect Directors at an annual or special meeting
of stockholders, the election, term of office, filling of
vacancies and other features of such Directorships shall be
governed by the terms of these Articles of Incorporation
applicable thereto, and such Directors so elected shall not be
divided into classes pursuant to this Article V unless
expressly provided by such terms.
If the office of any Director shall become vacant, the
Directors at the time in office, whether or not a quorum, may,
by majority vote of the Directors then in office, choose a
successor who shall hold office until the next annual meeting
of stockholders. Vacancies resulting from the increase in the
number of Directors shall be filled in the same manner.
Directors of the Corporation may be removed by stockholders of
the Corporation only for cause and with the affirmative vote
of at least two-thirds of the outstanding shares entitled to
vote.
Advance notice of stockholder nominations for the election of
Directors shall be given in the manner provided in the Bylaws
of the Corporation.
Notwithstanding any other provision of the Articles of
Incorporation or the Bylaws, the affirmative vote of at least
two-thirds of the outstanding shares entitled to vote shall be
required to amend, alter, change or repeal, or to adopt any
provision inconsistent with the purpose and intent of, this
Article V or Articles IV and IX of the Bylaws.
ARTICLE VI. LIMIT ON LIABILITY AND INDEMNIFICATION
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1. To the full extent that the Virginia Stock Corporation Act,
as it exists on the date hereof or may hereafter be
amended, permits the limitation or elimination of the
liability of directors or officers, a Director or officer
of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages.
2. To the full extent permitted and in the manner prescribed
by the Virginia Stock Corporation Act and any other
applicable law, the Corporation shall indemnify a Director
or officer of the Corporation who is or was a party to any
proceeding by reason of the fact that he is or was such a
Director or officer or is or was serving at the request of
the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. The Board of
Directors is hereby empowered, by majority vote of a quorum
or disinterested Directors, to contract in advance to
indemnify any Director or officer.
3. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested Directors, to cause the
Corporation to indemnify or contract in advance to
indemnify any person not specified in Section 2 of this
Article who was or is a party to any proceeding, by reason
of the fact that he is or was an employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, to the same
extent as if such person were specified as one to whom
indemnification is granted in Section 2.
4. The Corporation my purchase and maintain insurance to
indemnify it against the whole or any portion of the
liability assumed by it in accordance with this Article an
may also procure insurance, in such amounts as the Board of
Directors may determine, on behalf of any person who is or
was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any
liability asserted against or incurred by any such person
in any such capacity or arising from his status as such,
whether or not the Corporation would have power to
indemnify him against such liability under the provisions
of this Article.
5. In the event there has been a change in the composition of
a majority of the Board of Directors after the date of the
alleged act or omission with respect to which
indemnification is claimed, any determination as to
indemnification and advancement of expenses with respect to
any claim for indemnification made pursuant to Section 2 of
this Article VI shall be made by special legal counsel
agreed upon by the Board of Directors and the proposed
indemnitee. If the Board of Directors and the proposed
indemnitee are unable to agree upon such special legal
counsel, the Board of Directors and the proposed indemnitee
each shall select a nominee, and the nominees shall select
such special legal counsel.
6. The provisions of this Article VI shall be applicable to
all actions, claims, suits or proceedings commenced after
the adoption hereof, whether arising from any action taken
or failure to act before or after such adoption. no
amendment, modification or repeal of this Article shall
diminish the rights provided hereby or diminish the right
to indemnification with respect to any claim, issue or
matter in any then pending or subsequent proceeding that is
based in any material respect on any alleged action or
failure to act prior to such amendment, modification or
repeal.
7. Reference herein to Directors, officers, employees or
agents shall include former Directors, officers, employees
and agents and their respective heirs, executors and
administrators.