EXHIBIT 3(i)
DOMINION RESOURCES, INC.
ARTICLES OF INCORPORATION
As Amended Effective April 16, 1999
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 300,000,000 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
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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;
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(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
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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.
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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,
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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
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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
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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.
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