EXHIBIT 3.1(c)
AMC
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FILED
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APR 20 2007
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STATE TREASURER
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0100267099
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
Public Service Enterprise Group Incorporated, a New Jersey corporation,
does hereby certify, pursuant to subsection 14A:9-4(3) of the New Jersey
Business Corporation Act, as amended, that:
1. The name of this corporation is "Public Service Enterprise Group
Incorporated".
2. The date of adoption of the amendments set forth in this Certificate
of Amendment by the stockholders was April 17, 2007.
3. The number of shares outstanding and entitled to vote on the
amendments set forth in this Certificate of Amendment was 252,823,547 shares of
Common Stock.
4.(a) Article 3 of the Certificate of Incorporation dated July 25, 1985,
as amended by the Certificate of Amendment dated April 23, 1987 (which
Certificate of Incorporation as so amended is hereinafter referred to as the
"Charter"), of this corporation has been amended, by vote of the stockholders of
this corporation, so as to increase the authorized Common Stock from 500,000,000
shares to 1,000,000,000 shares.
(b) the number of votes cast by the holders of Common Stock for and
against said amendment were as follows:
For Against
186,335,586 31,202,536
5.(a) Article 4 of the Charter of this corporation has been amended, by
vote of the stockholders of this corporation, to eliminate pre-emptive rights.
(b) The number of votes cast by the holders of Common Stock for and
against said amendment were as follows:
For Against
162,440,150 17,772,626
6.(a) Article 6 of the Charter of this corporation has been amended, by
vote of the stockholders of this corporation, so as to eliminate cumulative
voting of Common Stock.
(b) The number of votes cast by the holders of Common Stock for and
against said amendment were as follows:
For Against
143,763,143 36,249,473
7.(a) Article 10, of the Charter of this corporation has been amended, by
vote of the stockholders of this corporation, to eliminate classification of the
Board of Directors.
(b) The number of votes cast by the holders of Common Stock far and
against said amendment were as follows:
For Against
202,881,678 13,600,629
8. The amendments of the Charter of this corporation, which were
adopted by the stockholders of this corporation on April 17,2007 as aforesaid,
are as follows:
(a) Article 3 was amended to read as follows:
"3. STOCK:
SECTION 1. Capital Stock. The corporation shall have the authority to
issue 1,000,000,000 shares of Common Stock, without par value, and 50,000,000
shares of Preferred Stock, without par value,"
(b) Article 4. PRE-EMPTIVE RIGHTS was deleted and existing Articles 5
through 14 were renumbered as Articles 4 through 13.
(c) Article 5. (formerly Article 6) CUMULATIVE VOTING was deleted and
existing Articles 6 through 13 were renumbered as Articles 5 through 12.
(d) Article 8. (formerly Article 10 and 9, respectively) BOARD OF
DIRECTORS, Sections 1 and 3, were amended to read as follows:
"SECTION 1. Number, election and terms. Except as otherwise fixed by or
pursuant to the provisions of Article 3 hereof relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of the directors of the corporation shall be
fixed from time to time by or pursuant to the By-Laws of the corporation.
Directors shall hold office for a term expiring at the next annual meeting of
stockholders or until their
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respective successors are elected and qualified; provided, however, that
directors elected to terms expiring at the annual meetings of stockholders to be
held in 2009 and 2010, respectively, shall continue to hold office until the
expiration of such terms or until their respective successors are elected and
qualified."
"SECTION 3. Newly created directorships and vacancies. Except as otherwise
provided for or fixed by or pursuant to the provisions of Article 3 hereof
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualifications, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding sentence shall
hold office until the next succeeding annual meeting of shareholders and until
such director's successor shall have been elected and qualified. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director."
IN WITNESS WHEREOF, said Public Service Enterprise Group Incorporated has
made this Certificate of Amendment this 20th day of April, 2007.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
By: /s/ Ralph Izzo
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Ralph Izzo
Chairman of the Board and President
[SEAL]
Attest:
/s/ Edward J. Biggins, Jr.
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Edward J. Biggins, Jr.
Secretary
(Corporate Seal)
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