EXHIBIT 3.2
File Number 6091-092-8
State of Illinois
Office of
The Secretary of State
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF AMEREN ENERGY
GENERATING COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE
BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS
CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, Jesse White, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 19th day
of April A.D. 2000 and of the Independence of the United States the two hundred
and 24th.
[SEAL OF ILLINOIS]
/s/ Jesse White
Secretary of State
FORM BCA-10.30
(Rev. Jan. 1999) ARTICLES OF AMENDMENT File # 6091-092-8
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Jesse White SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services This space for use by
Springfield, IL 62756 FILED Secretary of State
Telephone (217)782-1832 APR 19 2000
- ------------------------------- Date 04-19-00
Remit payment in check or money JESSE WHITE
order, payable to "Secretary of SECRETARY OF STATE Franchise Tax $ 1.50
State." Filing Fee* $25.00
The filing fee for restated Penalty $
articles of amendment - $100.00 ------
http://www.sos.state.il.us Approved: $26.50
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1. CORPORATE NAME: Ameren Energy Generating Company
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(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on April 18, 2000 in the manner indicated below.
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(Month & Day) (Year)
("X" one box only)
[_] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
[_] By a majority of the board of directors, in accordance with
Section 10.10, the corporation having issued no shares as of the time
of adoption of this amendment;
(Note 2)
[_] By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action not
being required for the adoption of the amendment;
(Note 3)
[_] By the shareholders, in accordance with Section 10.20, a resolution
of the board of directors having been duly adopted and submitted to
the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[_] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Notes 4 & 5)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
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(NEW NAME)
All changes other than name, include on page 2
(over)
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)
Article 4 is hereby amended to read as follows.
Paragraph 1: Authorized Shares, Issued Shares and Consideration
Received:
Par Value Number of Shares Number of Shares Consideration to be
Class per Share Authorized Proposed to be Issued Received Therefor
Common $0 10,000 2,000 $2,000
TOTAL $2,000
Paragraph 2: The preference, qualifications, limitations,
restrictions and special or relative rights
in respect of the shares of each class are:
None
Page 2
The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment is as follows:
(if not applicable, insert "No change")
No change
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total
of these accounts) is as follows: (If not applicable, insert "No change")
Paid-in capital increased from $1,000 to $2,000
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change")
Before Amendment After Amendment
Paid-in Capital $ 1,000 $ 2,000
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(Complete either item 6 or 7 below. All signatures must be in BLACK INK)
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6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated April 18, 2000 Ameren Energy Generating Company
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(Month & Day) (Year) (Exact Name of Corporation
at date of execution)
attested by /s/ Ronald K. Evans by /s/ G.L. Rainwater
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(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
Ronald K. Evans, Assistant G.L. Rainwater, President
Secretary
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(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated _______________________, ______
(Month & Day) (Year)
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