Exhibit 3(i)
RESTATED ARTICLES OF INCORPORATION
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OF
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UNION ELECTRIC COMPANY
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Pursuant to the provisions of Section 351.106, R.S.Mo. 1986, as
amended, the undersigned Corporation adopts the following Restated Articles of
Incorporation.
FIRST
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That the name of the Corporation shall be UNION ELECTRIC COMPANY.
SECOND
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That the registered office of the Corporation in the State of Missouri
shall be 1901 Chouteau Avenue, St. Louis, Missouri 63103, and the name of the
registered agent at such address shall be William E. Jaudes.
THIRD
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That the aggregate number of shares which the Corporation has the
authority to issue is 182,500,000 classified into 25,000,000 shares of
Preferred Stock without par value, 7,500,000 shares of Preference Stock with
the par value of $1 per share, and 150,000,000 shares of Common Stock with the
par value of $5 per share.
(a) The Preferred Stock has heretofore been, or shall be, issued in
series as follows:
(1) The Preferred Stock has heretofore been issued and is
outstanding in the following amounts and series: 330,000 shares of
Preferred Stock, $7.64 Series; 330,001 shares of Preferred Stock, $7.44
Series; 300,000 shares of Preferred Stock, $6.40 Series; 7,020 shares
of Preferred Stock, $6.30 Series; 14,000 shares of Preferred Stock,
$5.50 Series A; 3,000 shares of Preferred Stock, $5.50 Series B; 20,000
shares of Preferred Stock, $4.75 Series; 200,000 shares of Preferred
Stock, $4.56 Series; 213,595 shares of Preferred Stock, $4.50 Series;
40,000 shares of Preferred Stock, $4.30 Series; 150,000 shares of
Preferred Stock, $4.00 Series; 40,000 shares of Preferred Stock, $3.70
Series; 130,000 shares of Preferred Stock, $3.50 Series; and 1,657,500
shares of Preferred Stock, $1.735 Series. The respective annual
dividend rates per share for such series; the respective dates
(hereinafter in this paragraph (1) called "cumulative dates") from
which dividends on all shares of such series issued prior to the record
date for the first dividend payment date shall be cumulative; the
respective redemption prices per share for such series (exclusive of
accrued and unpaid dividends); and the respective amounts (hereinafter
in this paragraph (1) called "liquidation prices") per share (exclusive
of accrued and unpaid dividends) for such series payable to the holders
thereof in case of voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Corporation; all as heretofore fixed
by the Board of Directors as follows:
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Voluntary Involuntary Sinking
Dividend Cumulative Redemption Liquidation Liquidation Fund
Series Rate Date Price Price Price Provisions
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$7.64 7.64 1/19/93 (i) (i) 100.00 None
$7.44 7.44 12/20/72 101.00 101.00 100.00 None
$6.40 6.40 11/15/67 101.50 101.50 100.00 None
$6.30 6.30 12/30/83 100.00 100.00 100.00 (ii)
$5.50 A 5.50 12/30/83 110.00 110.00 100.00 None
$5.50 B 5.50 12/30/83 103.50 103.50 100.00 None
$4.75 4.75 12/30/83 102.176 102.176 100.00 None
$4.56 4.56 11/15/63 102.47 102.47 100.00 None
$4.50 4.50 5/15/41 110.00 105.50 100.00 None
$4.30 4.30 12/30/83 105.00 105.00 100.00 None
$4.00 4.00 8/15/49 105.625 105.625 100.00 None
$3.70 3.70 8/15/45 104.75 104.75 100.00 None
$3.50 3.50 5/15/46 110.00 110.00 100.00 None
$1.735 1.735 8/11/93 (iii) (iii) 25.00 None
(i) Not redeemable prior to February 15, 2003; $103.82 if redeemed on
February 15, 2003 or thereafter and prior to February 15, 2004; $103.40 if
redeemed on February 15, 2004 or thereafter and prior to February 15, 2005;
$102.97 if redeemed on February 15, 2005 or thereafter and prior to February
15, 2006; $102.55 if redeemed on February 15, 2006 or thereafter and prior to
February 15, 2007; $102.12 if redeemed on February 15, 2007 or thereafter and
prior to February 15, 2008; $101.70 if redeemed on February 15, 2008 or
thereafter and prior to February 15, 2009; $101.27 if redeemed on February 15,
2009 or thereafter and prior to February 15, 2010; $100.85 if redeemed on
February 15, 2010 or thereafter and prior to February 15, 2011; $100.42 if
redeemed on February 15, 2011 or thereafter and prior to February 15, 2012;
$100.00 if redeemed on February 15, 2012 or thereafter.
(ii) That so long as any shares of Preferred Stock, $6.30 Series, shall be
outstanding, the Company shall retire annually by redemption at $100.00 per
share plus accrued and unpaid dividends to the date of redemption, on June 1 in
each year beginning with June 1, 1984, 260 shares of Preferred Stock, $6.30
Series; that shares of Preferred Stock, $6.30 Series, selected for redemption
shall be selected pro rata from the holders thereof; and that shares of
Preferred Stock, $6.30 Series, redeemed pursuant to this paragraph shall become
authorized and unissued shares of Preferred Stock of the Company.
(iii) Not redeemable prior to August 1, 1998; $25.00 on August 1, 1998 or
thereafter.
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(2) Additional shares of the Preferred Stock may, subject to the
provisions of paragraphs (1) and (6) of subdivision (k) below, be
issued as additional shares of Preferred Stock of any of the series
designated above or as shares of one or more other series of Preferred
Stock, with such distinctive serial designations as shall be set forth
in the resolution or resolutions from time to time adopted by the Board
of Directors providing for the issue of such stock or in such other
instrument providing for the issue of such stock as may be required by
law; and in any such resolution or resolutions or such other
instrument, as the case may be, with respect to each particular series
of the Preferred Stock (other than the series designated above) the
Board of Directors is hereby expressly authorized to fix, to the extent
which may be permitted by law,
(i) the annual dividend rate for the particular series which shall
not exceed $8 per share, and the date from which dividends on all
shares of such series issued prior to the record date for the first
dividend payment date shall be cumulative;
(ii) the redemption price per share for the particular series
which (exclusive of accrued and unpaid dividends) shall not exceed $120
per share;
(iii) the amount or amounts per share (exclusive of accrued and
unpaid dividends) for the particular series payable to the holders
thereof in case of dissolution, liquidation or winding up of the
affairs of the Corporation, but such amount or amounts shall not exceed
$120 per share;
(iv) the terms and conditions, if any, upon which shares of the
particular series shall be convertible into, or exchangeable for,
shares of any other class, including the price or prices or the rate or
rates of conversion or exchange and the terms of adjustment thereof, if
any;
(v) the terms and amount of any sinking fund created for the
purchase or redemption of the particular series of Preferred Stock; and
(vi) any other characteristics of, and any restrictive or other
provisions relating to, the shares of each particular series not
inconsistent with the provisions of the Articles of Incorporation, as
amended, as the Board of Directors may by law be permitted to fix.
All shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the date from which dividends
thereon shall be cumulative; and all shares of all series shall be of
equal rank as to dividends and assets with each other, regardless of
series, and shall be identical with each other in all other respects
except as hereinbefore provided.
(b) Before any dividends on the Common Stock shall be paid or declared
or set apart for payment, the holders of the Preferred Stock at the time
outstanding shall be entitled to receive, but only when and as declared, out of
any funds legally available for the declaration of
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dividends, cumulative cash dividends at the respective annual rates
hereinbefore specified with respect to the series of Preferred Stock designated
above, or, in the case of Preferred Stock of any other series, at the annual
dividend rate for the particular series theretofore fixed by the Board of
Directors as hereinbefore provided, payable quarter-yearly on the fifteenth
days of February, May, August, and November in each year, to stockholders of
record on the respective dates, not exceeding forty days preceding such
dividend payment dates, fixed for the purpose by the Board of Directors in
advance of the payment of each particular dividend. Such dividends on shares
of the Preferred Stock shall be cumulative,
(1) if issued prior to the record date for the first dividend on
the shares of such series, then, in the case of the series of Preferred
Stock designated above, from the respective dates hereinbefore
specified with respect thereto, or, in the case of Preferred Stock of
any other series, from the date theretofore fixed for the purpose by
the Board of Directors as hereinbefore provided;
(2) if issued during the period commencing immediately after a
record date for a dividend and terminating at the close of the payment
date for such dividend, then from said last mentioned dividend payment
date; and
(3) otherwise from the quarter-yearly dividend payment date next
preceding the date of issue of such shares;
so that if dividends on all outstanding shares of the Preferred Stock shall not
have been paid for all past quarter-yearly dividend periods, and the full
dividends thereon for the current quarter-yearly dividend period shall not have
been paid, or declared and set apart for payment, the deficiency shall be fully
paid or dividends equal thereto declared and set apart for payment, but without
interest on cumulative dividends, before any dividends shall be declared or any
distribution made on the Common Stock. The holders of the Preferred Stock
shall not be entitled to receive any dividends thereon other than the dividends
referred to in this subdivision (b).
(c) The Corporation, at the option of the Board of Directors, may
redeem the whole or any part of the Preferred Stock at the time outstanding, or
the whole or any part of any series thereof, at any time or from time to time,
by paying, in the case of the series of Preferred Stock designated above, the
respective redemption prices hereinbefore specified with respect thereto, or,
in the case of Preferred Stock of any other series, by paying such redemption
price therefor as shall have been fixed by the Board of Directors as
hereinbefore provided, together with a sum, in the case of each share so to be
redeemed, computed at the annual dividend rate for the series of which the
particular share is a part from the date from which dividends on such share
became cumulative to the date fixed for such redemption, less the aggregate of
the dividends theretofore or on such redemption date paid thereon. Notice of
every such redemption shall be given by publication, published at least once in
each of two calendar weeks in a daily newspaper printed in the English language
and published and of general circulation in the Borough of Manhattan, The City
of New York, and in a like newspaper published and of general circulation in
the City of St. Louis, Missouri, the first
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publication to be at least thirty days and not more than sixty days prior to
the date fixed for such redemption. At least thirty days' and not more than
sixty days' previous notice of every such redemption shall also be mailed to
the holders of record of the Preferred Stock to be redeemed, at their
respective addresses as the same shall appear on the books of the Corporation;
but no failure to mail such notice nor any defect therein or in the mailing
thereof shall affect the validity of the proceedings for the redemption of any
shares of the Preferred Stock so to be redeemed. In case of the redemption of
a part only of any series of the Preferred Stock at the time outstanding, the
Corporation shall select by lot or in such other manner as the Board of
Directors may determine, the shares so to be redeemed. The Board of Directors
shall have full power and authority, subject to the limitations and provisions
herein contained, to prescribe the manner in which and the terms and conditions
upon which the Preferred Stock shall be redeemed from time to time. If such
notice of redemption shall have been duly given by publication, and if on or
before the redemption date specified in such notice all funds necessary for
such redemption shall have been set aside so as to be available therefor, then,
notwithstanding that any certificate for the shares of the Preferred Stock so
called for redemption shall not have been surrendered for redemption, the
shares represented thereby shall no longer be deemed outstanding in the hands
of the persons who are the holders thereof immediately preceding such
redemption, the right of such holders to receive dividends thereon shall cease
to accrue from and after the date of redemption so fixed, and all rights of
such holders with respect to such shares of Preferred Stock so called for
redemption shall forthwith on such redemption date cease and terminate, except
only the right of such holders to receive the amount payable upon redemption
thereof, but without interest; provided, however, that the Corporation may,
after giving the first notice by publication of any such redemption, or giving
irrevocable instructions therefor, and prior to the redemption date specified
in such notice, deposit in trust, for the account of the holders of the
Preferred Stock to be redeemed, with a bank or trust company in good standing,
organized under the laws of the United States of America or of the State of New
York, doing business in the Borough of Manhattan, The City of New York, having
a capital, surplus and undivided profits aggregating at least $5,000,000, all
funds necessary for such redemption, and thereupon all shares of the Preferred
Stock with respect to which such deposit shall have been made shall no longer
be deemed to be outstanding in the hands of such holders, and all rights of
such holders with respect to such shares of Preferred Stock shall forthwith
upon such deposit in trust cease and terminate, except only the right of such
holders to receive the amount payable upon the redemption thereof, but without
interest. All or any shares of the Preferred Stock redeemed at any time may,
in the discretion of the Board of Directors and to the extent permitted by law,
be reissued or otherwise disposed of at any time or from time to time subject
to the provisions of these Articles of Incorporation, as amended.
(d) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, then before any distribution shall be made to the
holders of the Common Stock, the holders of shares of the Preferred Stock at
the time outstanding shall be entitled to be paid in cash, in the case of the
series of Preferred Stock designated above, the respective amounts hereinbefore
specified with respect thereto, and, in the case of Preferred Stock of any
other series, such amount as shall have been fixed by the Board of Directors as
hereinbefore provided, together with a sum in the case of each such share,
computed at the annual dividend
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rate for the series of which the particular share is a part from the date from
which dividends on such shares became cumulative to the date fixed for the
payment of such distributive amounts, less the aggregate of the dividends
theretofore or on such date paid thereon. After such payment to the holders of
the Preferred Stock, the remaining assets and funds of the Corporation shall be
divided and distributed among the holders of the Common Stock then outstanding
according to their respective shares.
(e) Unless and until four quarter-yearly dividends payable on the
Preferred Stock shall be in default, in whole or in part, every stockholder
shall have one vote for each share of Preferred Stock, and one vote for each
share of Common Stock, held by him, on all matters, including the election of
Directors, except as otherwise provided by law or by these Articles of
Incorporation, as amended. If and when four quarter-yearly dividends (whether
or not consecutive) payable on the Preferred Stock shall be in default, in
whole or in part, every stockholder shall have one vote for each share of
Preferred Stock, and one vote for each share of Common Stock, held by him, on
all matters except the election of Directors, and in such case the number of
Directors of the Corporation shall thereupon, and until such default shall have
been remedied, be two more than the number specified in and pursuant to Article
Fifth of the Articles of Incorporation, as amended, the holders of the
Preferred Stock at the time outstanding, voting separately as a class, shall
become entitled to elect the two additional members of the Board of Directors,
and at each annual election of Directors thereafter during the continuance of
such default the holders of the Preferred Stock, voting separately as a class,
shall be entitled to elect two members of the Board of Directors and the
holders of the Common Stock, voting separately as a class, shall be entitled to
elect the remaining Directors of the Corporation. However, if and when all
dividends then in default on the Preferred Stock then outstanding shall
thereafter be paid (and such dividends shall be declared and paid out of any
funds legally available therefor as soon as reasonably practicable), the
Preferred Stock shall thereupon be divested of such special right herein
provided for to elect such members of the Board of Directors, the voting power
of the Preferred Stock and the Common Stock shall revert to the status existing
before the occurrence of such default, and the number of Directors of the
Corporation shall again be the number specified in and pursuant to Article
Fifth of the Articles of Incorporation, as amended; but always subject to the
same provisions for vesting such special rights in the Preferred Stock in case
of any similar future default or defaults. A meeting of the holders of the
Preferred Stock, at which the holders of the Preferred Stock shall vote as a
class, shall be held at any time after the accrual of such special right to
elect such two additional members of the Board of Directors, upon notice
similar to that provided in the By-laws for a special meeting, upon call by the
holders of not less than 1,000 shares of the Preferred Stock or upon call by
the Secretary of the Corporation at the request in writing of any holder of
Preferred Stock addressed to him at the principal office of the Corporation.
Upon termination of such special right at any time by reason of the payment of
all accumulated and defaulted dividends on such stock, the terms of office of
all persons who may have been elected Directors of the Corporation by vote of
the holders of the Preferred Stock, as a class, pursuant to such special right
shall forthwith terminate.
Whenever Directors are elected by the stockholders by classes, pursuant
to this subdivision (e), in case of any vacancy in the Board of Directors,
through death, resignation,
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disqualification or other cause, occurring among the Directors elected by the
holders of the Common Stock, as a class, the remaining Directors elected by the
vote of the holders of the Common Stock, as a class, by affirmative vote of the
majority thereof, may elect a successor to hold office for the unexpired term
of the Director whose place shall be vacant; and in case of any such vacancy in
the Board of Directors occurring among the Directors elected by the holders of
the Preferred Stock, as a class, the holders of the Preferred Stock then
outstanding and entitled to vote may, at a meeting of such holders called in
the manner provided by this subdivision (e), elect a successor to hold office
for the unexpired term of the Director whose place shall be vacant. In all
other cases any such vacancy shall be filled by the affirmative vote of the
majority of the remaining Directors, and the Directors so elected shall hold
office until their successors shall be elected and qualified.
(f) In all elections for Directors, each shareholder shall have the
right to cast as many votes in the aggregate as shall equal the number of
voting shares held by him multiplied by the number of Directors to be elected,
and may cast the whole number of votes, either in person or by proxy, for one
candidate or distribute such votes among two or more candidates; provided,
however, that in case the Directors are to be elected by particular classes of
stock as provided in the Articles of Incorporation, as amended, in the event of
default in the payment of dividends on the Preferred Stock, each holder of the
particular class of stock shall have the right to cast as many votes in the
aggregate as shall equal the number of shares of such class held by him
multiplied by the number of Directors to be elected by such class, and may cast
the whole number of such votes for one candidate for Director to be elected by
such class or may distribute such votes among two or more candidates for
Directors to be elected by such class.
(g) Except as otherwise provided by law or by the Articles of
Incorporation, as amended, the holders of record of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote at any
meeting of shareholders, present in person or represented by proxy, shall
constitute a quorum at such meeting; provided, that in no event shall a quorum
consist of less than a majority of the outstanding shares entitled to vote, but
less than such quorum shall have the right successively to adjourn the meeting
to a specified date not longer than ninety days after such adjournment, without
notice other than announcement at the meeting.
(h) No holder of Preferred Stock shall be entitled as such as a matter
of right to subscribe for or purchase any part of any new or additional issue
of stock or securities convertible into stock, of any class whatever, whether
now or hereafter authorized, and whether issued for cash, property, services or
otherwise.
(i) Upon the issuance for money or other consideration of any shares
of capital stock of the Corporation or of any securities convertible into
shares of capital stock of the Corporation, of any class whatever which may be
authorized from time to time, no holder of shares of Common Stock of the
Corporation shall be entitled as such as a matter of right to subscribe for,
purchase or receive any proportionate or other share of the capital stock or
securities so issued, but all or any portion of such capital stock may be
disposed of by the
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Corporation, as and when determined by the Board of Directors, free of any such
rights, whether by offering the same to shareholders or by sale or other
disposition as the Board of Directors may deem advisable; provided, however,
that if the Board of Directors shall determine to issue and sell any shares of
Common Stock (including, for the purposes of this paragraph, any security
convertible into Common Stock, but excluding shares of such Common Stock and
securities convertible into such Common Stock theretofore reacquired by the
Corporation after having been duly issued, or issued to satisfy any conversion
or option rights theretofore granted by the Corporation) solely for money and
other than by:
(1) a public offering thereof, or
(2) an offering thereof to or through underwriters or dealers who
shall agree promptly to make a public offering thereof, or
(3) The issue thereof in connection with (a) any dividend
reinvestment, stock purchase or other plan in which the holders of the
Common, Preferred or Preference Stock or customers of the Corporation
or of any subsidiary of the Corporation may participate or (b) any
stock ownership, stock purchase, stock option, stock bonus, savings,
pension or other plan in connection with which employees or former
employees (including officers and directors) of the Corporation or any
subsidiary of the Corporation may purchase or acquire Common Stock (or
securities of the Corporation convertible into or exchangeable for
Common Stock) or any trust related to, or any agent acting with respect
to, any such plan may purchase or acquire Common Stock (or securities
of the Corporation convertible into or exchangeable for Common Stock)
on behalf of, or for the account or benefit of, such employees or
former employees or, in case of any such trust, for the purpose of
investing the funds of the trust, or
(4) any other offering thereof which shall have been authorized or
approved by the affirmative consent (given in writing without a meeting
or by vote at a meeting duly called for such purpose) of the holders of
a majority of the shares of Common Stock then outstanding and entitled
to vote,
such shares of Common Stock shall first be offered pro rata to the holders of
record of the then outstanding shares of Common Stock (excluding outstanding
shares of such Common Stock held for the benefit of holders of scrip
certificates or other instruments representing fractional interests in a full
share of such Common Stock) upon terms which, in the judgment of the Board of
Directors, shall be not less favorable (without deduction of such reasonable
compensation for the sale, underwriting or purchase of such shares by
underwriters or dealers as may lawfully be paid by the Corporation) to the
purchaser than the terms upon which such shares are offered to others than such
holders of the Common Stock; provided that the Corporation shall not be
obligated to offer or to issue any fractional interest in a full share of
Common Stock; and provided further that the time within which such preemptive
rights shall be exercised may be limited to such time as to the Board of
Directors may seem proper, not less,
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however, than fourteen days after the mailing of notice that such preemptive
rights are available and may be exercised.
(j) So long as any shares of the Preferred Stock are outstanding, no
amendment to the Articles of Incorporation which would change the express
preferences, priorities or character of the Preferred Stock or the rate of
dividend to be paid thereon in any manner substantially prejudicial to the
holders thereof shall be made, except as hereinafter in subdivisions (k) and
(n) provided and except an amendment changing the number of the Board of
Directors, without the affirmative consent (given in writing without a meeting
or by vote at a meeting duly called for the purpose) of the holders of at least
three-fourths of the aggregate number of shares of the Preferred Stock then
outstanding; but such amendment may be made with such affirmative consent,
together with such additional vote or consent of stockholders as from time to
time may be required by law.
(k) So long as any of the shares of Preferred Stock are outstanding,
the Corporation shall not, without the affirmative consent (given in writing
without a meeting or by vote at a meeting duly called for the purpose) of the
holders of at least two-thirds of the aggregate number of shares of the
Preferred Stock then outstanding:
(1) sell or otherwise dispose of any shares of the Preferred Stock
or of stock of any other class ranking on a parity with or having any
preference over the Preferred Stock as to assets or dividends, unless
the net earnings of the Corporation available for the payment of
dividends on the Preferred Stock and on all such other classes of
stock, computed in accordance with good accounting practice, for a
period of any twelve consecutive calendar months within the fifteen
calendar months immediately preceding the first day of the month in
which such additional stock is issued are at least two and one-half
times the annual dividend requirements on all shares of the Preferred
Stock and of all other classes of stock ranking on a parity with or
having any preference over the Preferred Stock as to assets or
dividends, to be outstanding immediately after such proposed additional
issue; and, in determining such net earnings available for the payment
of dividends on the Preferred Stock and on all such other classes of
stock, any dividend received by the Corporation during such period on
stock of any subsidiary of the Corporation in excess of the net
earnings of such subsidiary for such period available therefor,
computed in accordance with good accounting practice, shall be included
only to the extent of such net earnings of such subsidiary; or
(2) create any class of stock which shall be preferred as to
dividends or assets over the Preferred Stock; or
(3) increase the authorized number of shares of the Preferred
Stock; or
(4) reclassify outstanding shares of stock of any class ranking
junior to the Preferred Stock as to assets or dividends, wholly or
partially, into shares of stock of
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any class ranking on a parity with or having any preference over the
Preferred Stock as to assets or dividends; or
(5) make any distribution out of capital or capital surplus (other
than dividends payable in stock ranking junior to the Preferred Stock
as to assets and dividends) to holders of stock of the Corporation
ranking junior to the Preferred Stock as to assets or dividends; or
(6) issue any shares of the Preferred Stock or any other stock
ranking on a parity with or having any preference over the Preferred
Stock as to assets or dividends, if the stated capital to be
represented by the Preferred Stock and such other stock outstanding
immediately after such issue would exceed the stated capital to be
represented by shares of stock to be then outstanding ranking junior to
the Preferred Stock as to assets and dividends, increased by the amount
of any capital surplus or reduced by the amount of any deficit. For
the purpose of this subdivision (6), stated capital represented by any
preferred stock having a par value shall be the par value thereof, and
stated capital represented by any preferred stock without par value
shall be the amount of stated capital fixed by the Board of Directors
with respect thereto at the time of issue thereof, or the amount
payable to the holders thereof (exclusive of accrued and unpaid
dividends) in preference to the Common Stock upon involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation, whichever is greater;
but any such action requiring such affirmative consent of the holders of the
Preferred Stock, as provided in this subdivision (k), may be taken with such
vote or consent of stockholders as may at the time be required by law, but with
at least the affirmative consent (given in writing without a meeting or by vote
at a meeting duly called for the purpose) of the holders of two-thirds of the
aggregate number of shares of Preferred Stock then outstanding. Stock shall
not be considered to be outstanding for any of the purposes of this subdivision
(k) or of subdivision (j) above, if the Board of Directors shall have
determined to redeem such stock and if the first publication of notice of
redemption shall have been made, or irrevocable instructions given therefor,
and all funds necessary for such redemption shall have been deposited in trust
for such purpose.
(l) No amendment to the Articles of Incorporation which would change
the provisions of the foregoing subdivisions (f), (g) or (i) in any manner
substantially prejudicial to the holders of any class of stock, shall be made
without the affirmative consent (given in writing without a meeting or by vote
at a meeting duly called for such purpose) of the holders of at least two-
thirds of the aggregate number of shares of capital stock of the Corporation
then outstanding and entitled to vote; but such amendment may be made with such
affirmative consent, together with such additional vote or consent of
shareholders as from time to time may be required by law.
(m) No amendment to the Articles of Incorporation providing for the
creation or increase of Preferred Stock of any class shall be made without the
affirmative consent (given in
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writing without a meeting or by vote at a meeting duly called for such purpose)
of the holders of at least a majority of the aggregate number of shares of
Common Stock of the Corporation then outstanding; but such amendment may be
made with such affirmative consent, together with such additional vote or
consent of holders of Preferred Stock of the Corporation as shall at the time
be required by the Articles of Incorporation, as amended.
(n) Subject to the provisions of subdivisions (j), (k), (l) and (m)
hereof, the Corporation reserves the right to amend, alter, change or repeal,
to the extent now or hereafter permitted by law, any provision in its Articles
of Incorporation, as amended, (including the authorizing of preferred stock
junior to the Preferred Stock as to dividends and assets and the changing of
any authorized but unissued shares of the Preferred Stock to shares of another
class or classes of preferred stock ranking on a parity with the Preferred
Stock as to assets and dividends but which may have different dividend rates,
redemption prices and other terms and provisions as may at the time be
permitted by law) with such vote or consent of stockholders as from time to
time may be required by law, and all rights herein conferred upon the
shareholders are granted subject to this reservation.
(o) Subject to the provisions of subdivision (k) hereof, the
Corporation may issue and dispose of its authorized but unissued shares without
par value, from time to time, for such consideration as may from time to time
be prescribed by the Board of Directors, and authority is hereby expressly
conferred on the Board of Directors so to fix such consideration. The Board of
Directors is also hereby expressly authorized to determine, at or before the
time of issue thereof, what part of the consideration which shall be received
by the Corporation upon the issue from time to time of shares of its capital
stock without par value shall be capital, and, in the absence of any such
determination, the entire consideration received for any particular shares
shall be capital. Any and all shares without par value issued for the
consideration so fixed shall be deemed fully paid and be non-assessable, and
the holder of such shares shall not be liable thereon to the Corporation or its
creditors.
(p) The Preference Stock shall have, or be subject to, as the case may
be, the following preferences, rights, privileges and restrictions:
Manner of Issue - Series - The Board of Directors is empowered to cause
the Preference Stock to be issued from time to time as shares of one or more
series of Preference Stock, and in the resolution or resolutions providing for
the issue of each particular series, before issuance, the Board of Directors is
expressly authorized to fix:
(1) the distinctive serial designation of the shares of such
series and the number of shares which shall constitute such series;
(2) the annual dividend rate for the particular series, the dates
of payment of dividends on shares of such series and the dates from
which they are cumulative;
(3) the redemption price per share and the terms of redemption for
the shares of a particular series;
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(4) the amount or amounts per share (exclusive of accrued and unpaid
dividends) for the particular series payable to the holders thereof in
case of dissolution, liquidation or winding up of the affairs of the
Corporation;
(5) the terms and conditions, if any, upon which shares of the
particular series shall be convertible into, or exchangeable for,
shares of any stock of junior rank, with respect to dividends and
assets, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment thereof, if any;
(6) the terms and amount of any sinking fund created for the
purchase or redemption of the shares of any particular series; and
(7) any other characteristics of, and any restrictive or other
provisions relating to, the shares of each particular series not
inconsistent with the provisions of the Articles of Incorporation, as
amended, as the Board of Directors may by law be permitted to fix.
All shares of Preference Stock shall be of junior rank, with respect to
dividends and assets, to all shares of Preferred Stock and of senior rank in
such respects to all shares of Common Stock. All shares of Preference Stock of
any one series shall be identical with each other in all respects except, in
the event portions of the shares of a single series are issued at different
times, the date from which dividends thereon shall be cumulative; and all
shares of all series shall be of equal rank as to dividends and assets with
each other, regardless of series, and shall be identical with each other in all
respects except as hereinabove provided.
Dividends - Dividends on Preference Stock of any series shall be
payable at annual rates and on dates fixed by the Board of Directors at the
time of the creation of such series, payable quarter-yearly on such dates as
shall be fixed for such payments by the Board of Directors. The right of
holders of Preference Stock to receive dividends shall be subject to the
dividend and sinking fund provisions of the Preferred Stock. Dividends on the
Preference Stock shall be cumulative, and no dividends shall be declared or
paid, or any distribution made, on Common Stock, other than a dividend payable
in Common Stock, unless and until full dividends on the outstanding Preference
Stock shall have been paid, or declared and a sum sufficient for the payment
thereof set aside, with respect to all past dividend periods and the current
dividend period. Dividends on shares of any series of Preference Stock shall
accrue from and be cumulative from such date as may be fixed by the Board of
Directors at the time of the creation of such series, except that dividends on
shares of Preference Stock of any series, which are issued after the initial
issue of shares of such series, shall accrue from and be cumulative from such
date as may be fixed by the Board of Directors at the time of issuance of such
additional shares.
Redemption - If so provided by the Board of Directors upon the creation
of any series of Preference Stock, the Corporation, at the option of the Board
of Directors, or in accordance with the requirements of any sinking fund for
the Preference Stock or any series thereof, may redeem the whole or any part of
the Preference Stock at any time outstanding, or
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the whole or any part of any series thereof, at such time or times and from
time to time as may be determined by the Board of Directors and at such
redemption price or prices as may have been fixed by the Board of Directors at
the time of the creation of the shares so to be redeemed, together with an
amount equal to all unpaid dividends accrued thereon to the date fixed for such
redemption, and otherwise upon the terms and conditions fixed by the Board of
Directors for any such redemption; provided, however, that no redemption of any
Preference Stock shall be effected unless (1) full dividends on all outstanding
shares of Preferred Stock and Preference Stock for all past dividend periods
shall have been paid, or declared and a sufficient sum set apart for the
payment thereof, and (2) all obligations of the Corporation, if any, with
respect to the redemption or purchase of shares of Preferred Stock and
Preference Stock in accordance with the requirements of any sinking fund have
been met.
Liquidation, Dissolution and Winding Up of the Affairs of the
Corporation - In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, but only after
full payment has been made to the holders of the Preferred Stock of all amounts
to which they are entitled by these Articles of Incorporation, as amended, or a
sufficient sum set apart for such payment, the holders of shares of each series
of Preference Stock then outstanding shall be entitled to receive out of the
assets of the Corporation, before any distribution or payment shall be made to
the holders of the Common Stock, the amount fixed by the Board of Directors in
creating such series, plus an amount equal to all unpaid dividends accrued
thereon to the date fixed for such payment to the holders of Preference Stock.
Voting Rights - Except as otherwise provided in these Articles of
Incorporation, as amended, each holder of Preference Stock shall be entitled at
all meetings of shareholders of the Corporation to one vote for each share of
such stock held by him; and the holders of Preference Stock shall vote together
with the holders of the Preferred Stock and the Common Stock as a single class,
except in those instances where these Articles of Incorporation, as amended,
grant to the holders of Preferred Stock or Common Stock the right to vote as a
separate class. The voting rights of the holders of Preference Stock in an
election of directors shall be identical with the voting rights of the holders
of Common Stock in such election, as set forth in these Articles of
Incorporation, as amended, and the provision for filling vacancies in the Board
of Directors that are by said amended Articles applicable to holders of the
Common Stock shall be equally applicable to holders of the Preference Stock.
Whenever four quarter-yearly dividends payable on the Preference Stock
shall be in default, and during the continuance of such default, the Common
Stock and the Preferred Stock, voting together as a single class, shall be
entitled to elect the same number of directors as was authorized by the
Articles of Incorporation immediately prior to such default, and the Preference
Stock, as a class, shall be entitled to elect two additional directors.
Notwithstanding any other provision in those Articles of Incorporation,
as amended, the affirmative approval of the holders of at least two-thirds of
the Preference Stock of all series thereof then outstanding present and voting
at a meeting, voting as a single class without regard to series, shall be
required for any amendment of these Articles of Incorporation, as
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amended, altering adversely any existing provision of the Preference Stock or
for an increase in the authorized amount of the Preference Stock or the
creation, or an increase in the authorized amount of any class of stock
ranking, as to dividends and assets, on a parity with or prior to the
Preference Stock.
Preemptive Rights - No holder of shares of any series of the Preference
Stock shall, as such, have any preemptive or preferential right to subscribe to
or purchase shares of any class or series of stock of the Corporation, now or
hereafter authorized, or any securities convertible into, or warrants or other
evidences of optional rights to purchase, or subscribe to, shares of any class
or series of stock of the Corporation, now or hereafter authorized.
FOURTH
------
That the name and place of residence of each incorporator are:
NAME RESIDENCE
---- ---------
L. H. Egan St. Louis, Missouri
F. J. Boehm St. Louis, Missouri
L. E. Young St. Louis, Missouri
H. Spoehrer St. Louis, Missouri
Wm. Avery St. Louis, Missouri
C. E. Michel St. Louis, Missouri
H. W. Eales St. Louis, Missouri
G. K. Miltenberger St. Louis, Missouri
R. S. King St. Louis, Missouri
FIFTH
-----
That, except as otherwise provided by the Articles of Incorporation, as
amended, the number of the Board of Directors shall be fixed at eleven or at
the number and in the manner provided by the By-laws of the Company, as
amended, and written notice shall be given to the Secretary of State of
Missouri of the number of the Board of Directors within thirty (30) calendar
days of the fixing of such number. The Board of Directors shall have the power
to make, alter, amend or repeal the By-laws of the Company.
SIXTH
-----
That the Corporation shall have perpetual existence.
SEVENTH
-------
That the purposes for which the Corporation is formed are:
To acquire the properties, rights, privileges, franchises, business and
other assets of Union Electric Company, a corporation of the State of Missouri;
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To manufacture, produce, develop, generate, store, acquire, lease,
purchase, sell, control, use, dispose of, transmit, distribute and supply or
otherwise utilize electricity and electrical energy or any other power or force
in any form and for any purpose whatsoever;
To purchase or otherwise acquire, hold, use, operate, sell, pledge,
mortgage, lease or otherwise dispose of machinery, generators, motors, lamps,
plants, apparatus, devices, supplies and articles of every kind pertaining to
or in anywise connected with the production, use, distribution, regulation,
control or application of electricity or electrical energy for any and all
purposes;
To construct, purchase or otherwise acquire, hold, develop, use,
operate, sell, lease, mortgage or otherwise dispose of hydraulic, electric and
other works, water powers and the sites thereof, plants, power houses,
buildings, machinery, equipments, apparatus, devices, processes, transmission
and distribution lines, transforming and distributing stations and any and all
rights of way and lands connected therewith or useful therefore; and to acquire
any and all rights, or other property necessary and useful in connection with
acquiring, owning and operating any or all of said works, water powers or
plants;
To construct, purchase or otherwise acquire, hold, use, operate, sell,
lease, mortgage or otherwise dispose of reservoirs, dams, diversion structures,
canals, ditches, flumes, water conduits, pipe lines, distributing or
transmission lines and systems, and such other works, plants, equipments,
appliances and appurtenances as may be necessary, useful or appropriate for
impounding, storing, conveying, distributing and utilizing water for power,
irrigation, fire, sanitary, domestic, manufacturing and other uses, and to
appropriate, divert, use, apply, sell and otherwise dispose of water for such
uses; to make applications, locations, entries, selections or filings in
connection therewith;
To apply for, purchase or otherwise acquire, hold, use, operate, sell,
mortgage, or otherwise dispose of permits or licenses issued by the United
States or any state, territory or subdivision thereof for the purpose of
constructing, operating and maintaining dams, water conduits, reservoirs, power
houses, transmission or distribution lines, or other works or projects
necessary or convenient for the development and improvement of navigation, and
for the development, transmission and utilization of power across, along, from
or in any of the navigable waters of the United States, or upon any part of the
public lands and reservations of the United States, or for the purpose of
utilizing the surplus water or water power from any dam of the United States or
any state, territory or subdivision thereof;
To transform power generated by hydraulic or other plants into
electrical or other energy and to transmit or otherwise dispose thereof for any
and all purposes;
To purchase or otherwise acquire, hold, use, operate, sell, pledge,
mortgage, lease, or otherwise dispose of all water rights, water powers and
water privileges;
To manufacture, acquire, purchase, sell and distribute for all
purposes, natural and artificial gas, and to acquire, construct, purchase, own,
maintain, operate, sell and lease all
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necessary and convenient works, conduits, plants, apparatus and connections for
holding, receiving, purifying, manufacturing, selling, utilizing and
distributing natural or artificial gas; to manufacture and sell or otherwise
dispose of chemicals or other products derived wholly or in part from gas or
gas works;
To manufacture, purchase, sell and distribute steam and hot water for
heating and other purposes, and to acquire, construct, purchase, own, maintain,
operate, sell and lease all necessary and convenient works, plants, apparatus
and connections for manufacturing, selling and distributing steam and hot
water;
To manufacture, purchase, sell and distribute ice and refrigeration;
and to construct, purchase or otherwise acquire, hold, use, operate, sell,
lease, mortgage or otherwise dispose of ice and refrigerating plants;
To purchase or otherwise acquire, hold, use, operate, sell, mortgage,
pledge, lease, or otherwise dispose of such real and personal estate, property
rights, rights of way, easements, privileges, grants, consents and franchises,
as may be necessary, appropriate or useful in connection with the business,
objects and purposes of the Corporation;
To engage as a public utility in furtherance of each and all of the
foregoing purposes, which are now or may hereafter become subject to the laws
governing or regulating public utilities, and to that end to be authorized to
transmit, conduct or distribute, for public or private use, electrical energy,
water, gas, steam and/or refrigeration under or over, along or across highways,
streets, alleys, bridges and other public places;
To apply for, purchase or otherwise acquire, and to hold, use, own,
operate and to sell, assign or otherwise dispose of, and to grant or receive
licenses in respect of or otherwise to turn to account any and all inventions,
improvements, patents, patent rights, processes, trademarks, and trade-names,
secured by or issued under the laws of the United States of America or of any
other government or country;
To purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise hold and possess or otherwise dispose of, shares of capital stock, or
any bonds, securities or evidence of indebtedness created by any other
corporation or corporations of this state, country, nation or government, and
while owner of said stock to exercise all the rights, powers and privileges of
ownership including the right to vote thereon; and, to the extent now or
hereafter permitted by law, to acquire by purchase, subscription, contract or
otherwise, and to hold, sell, exchange, mortgage, pledge or otherwise dispose
of, or turn to account or realize upon, and generally deal in and with, all
forms of securities, including, but not by way of limitation, shares, stocks,
bonds, debentures, notes, scrip, mortgages, evidences of indebtedness,
commercial paper, certificates of indebtedness and certificates of interest
issued or created in any and all parts of the world by corporations,
associations, partnerships, firms, trustees, syndicates, individuals,
governments, states, municipalities and other political and governmental
divisions and subdivision, or by any combinations, organizations or entities
whatsoever, or issued or created by others, irrespective of their form or the
name by which they may be described, and all trust,
-16-
participation and other certificates of and receipts evidencing interest in any
such securities, and to issue in exchange therefor or in payment thereof, in
any manner permitted by law, its own stock, bonds, debentures or its other
obligations or securities, or to make payment therefor by any other lawful
means of payment whatsoever; to exercise any and all rights, powers and
privileges of individual ownership or interest in respect of any and all such
securities or evidences of interest therein, including the right to vote
thereon and to consent and otherwise act with respect thereto; to do any and
all acts and things for the preservation, protection, improvement and
enhancement in value of any and all such securities or evidences of interest
therein, and to aid by loan, subsidy, guaranty or otherwise those issuing,
creating or responsible for any such securities or evidences of interest
therein; to acquire or become interested in any such securities or evidences of
interest therein, as aforesaid by original subscription, underwriting, loan,
participation in syndicates or otherwise and irrespective of whether or not
such securities or evidences of interest therein be fully paid or subject to
further payments; to make payments thereon as called for or in advance of calls
or otherwise, and to underwrite or subscribe for the same conditionally or
otherwise and either with a view to investment or for resale or for any other
lawful purpose;
To borrow money, to issue bonds, notes, debentures, or other
obligations, secured or unsecured, of the Corporation, from time to time, for
moneys borrowed or in payment for property acquired or for any of the other
objects or purposes of the Corporation; to secure the same by mortgage or
mortgages upon, or by deed or deeds of trust of, or by a pledge of, or other
lien upon any or all of the property real or personal, rights, privileges and
franchises of the Corporation wheresoever situated, acquired or to be acquired;
and to sell or otherwise dispose of any or all such bonds, notes, debentures or
obligations in such manner and upon such terms as may be deemed judicious, but
only to the extent then permitted to the Corporation under the laws of the
State of Missouri;
In general, to do any and all of the things hereinbefore set forth, and
such other things as are incidental or conducive to the attaining of the
objects and purposes of the Corporation; and in carrying on its business and
for the purpose of attaining or furthering any of its objects, to enter into,
make, perform and carry out contracts of every kind with any person,
partnership, association, corporation, government, governmental subdivision or
other body whatsoever; and to do such acts and things, and to exercise any and
all such powers to the same extent as a natural person might or could lawfully
do in so far as the same are authorized by the laws of the State of Missouri,
now or hereafter applicable to the Corporation;
To conduct its business in all or any of its branches so far as
permitted by law, in the State of Missouri and elsewhere; and, for and in
connection with such business, to acquire, hold, possess, purchase, lease,
mortgage and convey real and personal property to the extent permitted by law;
and
To purchase, hold, sell and transfer shares of its own capital stock to
such extent and in such manner as may now or hereafter be permitted by law.
-17-
EIGHTH
------
That the Restated Articles of Incorporation correctly set forth without
change the corresponding provisions of the Articles of Incorporation as
heretofore amended, and supersede the original Articles of Incorporation and
all amendments thereto.
Dated February , 1994
UNION ELECTRIC COMPANY
By
___________________________________________
Vice President and General Counsel
And
___________________________________________
Secretary
STATE OF MISSOURI )
) SS
CITY OF ST. LOUIS )
On this _________ day of February, 1994, before me appeared William E.
Jaudes, to me personally known, who, being by me duly sworn did say that he is
Vice President and General Counsel of Union Electric Company, and that the seal
affixed to the foregoing instrument is the corporate seal of said Corporation
and that said instrument was signed and sealed on behalf of said Corporation by
authority of its Board of Directors, and said William E. Jaudes acknowl-edged
said instrument to be the free act and deed of said corporation.
----------------------------------------
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