EXHIBIT 3.1
CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
OF SIERRA PACIFIC RESOURCES
SIERRA PACIFIC RESOURCES, a corporation organized under the laws of the
State of Nevada (the "Corporation"), by its President and Secretary, does hereby
certify:
(1) That by resolution of the Board of Directors of the Corporation adopted
at a regular meeting of the Board of Directors held on July 13, 1999, the Board
of Directors authorized and directed the President and Secretary of the
Corporation to execute and file this certificate to restate in a single
certificate the articles of incorporation of the Corporation, as amended to the
date of this Certificate.
(2) That the following is a correct restatement of the entire text of the
Restated Articles of Incorporation of the Corporation, as amended to the date of
this Certificate:
[THIS SPACE INTENTIONALLY LEFT BLANK]
RESTATED
ARTICLES OF INCORPORATION
OF
SIERRA PACIFIC RESOURCES
(EFFECTIVE DATE: JULY 28, 1999)
HISTORY OF CHANGES
----------
Original Articles Filed December 12, 1983
Amended-Restated Articles on July 11, 1985 and Filed August 14, 1985
Amended-Restated Articles on May 18, 1987 and Filed October 23, 1987
Amended-Restated Articles on May 16, 1989 and Filed May 22, 1989
Amended-Restated Articles on May 21, 1990 and Filed October 5, 1990
Amended in Articles of Merger Filed on July 28, 1999
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RESTATED ARTICLES OF INCORPORATION
OF
SIERRA PACIFIC RESOURCES
ARTICLE I
NAME
The name of the corporation is SIERRA PACIFIC RESOURCES.
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The location of the Corporation's principal office or place of business in
the State of Nevada shall be 6100 Neil Road, Sierra Plaza, P.O. Box 30150, Reno,
Washoe County, Nevada 89520. The Corporation may maintain an office or offices
in such other place within or without the State of Nevada as may be from time to
time designated by the Board of Directors or by the By-Laws of the Corporation,
and the Corporation may conduct all Corporation business of every kind and
nature relative to the purposes of the Corporation, including the holding of
meetings of directors and stockholders, outside the State of Nevada as well as
in the State of Nevada.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to transact any or
all lawful business for which corporations may be incorporated under the Nevada
Revised Statutes, Chapter 78.
ARTICLE IV
TERM OF EXISTENCE
The Corporation shall have a perpetual existence.
ARTICLE V
CAPITAL STOCK AND AMENDMENTS TO ARTICLES OF INCORPORATION
Section 1: Authorized Capital Stock. The amount of the total authorized
capital stock of the Corporation is two hundred fifty million (250,000,000)
shares of common stock of $1.00 par value. Said shares may be issued by the
Corporation from time to time for such consideration as may be fixed from time
to time by the Board of Directors.
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Section 2: Voting Rights. The holders of common stock shall exclusively
possess full voting rights for the election of directors and for all other
purposes. Each holder of record of shares of common 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, except as otherwise provided herein or in
the By-Laws of the Corporation, to one vote for each share of such stock held
and owned by him, as shown by the stock books of the Corporation, and may cast
such vote in person or by proxy.
Section 3: Preemptive Rights. No holder of any stock, or of rights or
options to purchase stock of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to purchase or
subscribe for any part of any stock of the Corporation, now or hereafter
authorized or any bonds, certificates of indebtedness, debentures, options,
warrants or other securities convertible into or evidencing the right to
purchase stock of the Corporation, but any such stock or securities convertible
into or evidencing the right to purchase stock may at any time be issued and
disposed of by the Board of Directors to such purchasers, in such manner, for
such lawful consideration and upon such terms as the Board of Directors may, in
its discretion, determine without offering any thereof on the same terms or on
any terms to all or any stockholders, as such, of the Corporation.
Section 4: Scrip Certificates. No certificates for fractional shares of any
class of stock shall be issued. In lieu thereof, scrip certificates or other
evidences of ownership of fractional interests in shares of the stock of the
Corporation may be issued by the Corporation representing rights to such
fractional shares and exchangeable, when accompanied by other certificates in
such amount as to represent in the aggregate one or more full shares of stock,
for certificates for full shares of stock. The holders of scrip certificates or
other evidences of ownership of fractional interests in shares of stock of the
Corporation will not be entitled to any rights as stockholders of the
Corporation until the scrip certificates are so exchanged. Such scrip
certificates may, at the election of the Board of Directors of the Corporation,
be in bearer form, shall be non-dividend bearing, non-voting and shall have such
expiration date as the Board of Directors of the Corporation shall determine at
the time of the authorization or issuance of such scrip certificates.
Section 5: Amendments of Articles of Incorporation. The provisions of the
Articles of Incorporation, except as expressly otherwise herein provided or
otherwise required by law, may be amended or altered by a vote of the holders of
a majority of the common stock of the Corporation then issued, outstanding and
entitled to vote.
ARTICLE VI
BOARD OF DIRECTORS
The members of the governing board of the Corporation shall be known as
Directors, and the number of Directors shall be as fixed in the By-Laws and may,
from time to time, be increased or described by a two-thirds (2/3) affirmative
vote of the entire Board of Directors provided that the number shall not be
increased to more than fifteen (15). Directors need not be stockholders of the
Corporation, however, they shall be at least twenty-one (21) years of age and at
least a majority of them shall be citizens of the United States.
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The Directors of this Corporation shall be divided into three classes:
Class I, Class II and Class III. Such classes shall be as nearly equal in number
as possible. The term of office of the initial Class I Directors shall expire at
the Annual Meeting of Stockholders in 1986; the term of office of the initial
Class II Directors shall expire at the Annual Meeting of Stockholders in 1987;
and the term of office of the initial Class III Directors shall expire at the
Annual Meeting of Stockholders in 1988; or in each case thereafter when their
respective successors are elected and have qualified. At each annual election
held after the initial election of Directors according to classes, the Directors
chosen to succeed those whose terms then expire, shall be identified as being of
the same class of the Directors they succeed and shall be elected for a term
expiring at the third succeeding Annual Meeting of Stockholders or in each case
thereafter when their respective successors are elected and have qualified. If
the number of Directors has changed, any increase or decrease in Directors shall
be apportioned among the classes so as to maintain all classes as nearly equal
in number as possible, but in no case shall the decrease in number of Directors
shorten the term of any incumbent Director.
A Director or Directors may be removed from office only by the vote of
stockholders representing not less than two-thirds (2/3) of the issued and
outstanding capital stock entitled to vote generally in the election of
Directors.
Vacancies occurring in the Board of Directors for any reason, including any
newly created directorships resulting from an increase in the number of
Directors shall be filled by the affirmative vote of a majority of the remaining
Directors, though less than a quorum. Each Director so chosen shall hold office
until the expiration of the term of Director, if any, whom he or she has been
chosen to succeed, or if none, until the expiration of the term of the class
assigned to the newly created directorship to which he or she has been elected
and until his or her successor shall be duly elected and qualified or until his
or her earlier death, resignation or removal.
Notwithstanding any other provisions of these Articles of Incorporation or
the By-Laws of the Corporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles of Incorporation or the
By-Laws of the Corporation), the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) or more of the Common Stock of the Corporation
then issued, outstanding and entitled to vote, shall be required to amend or
repeal, or adopt any provisions inconsistent with, this Article VI, unless
two-thirds (2/3) of the entire Board of Directors approves any such amendment,
in which case, the affirmative vote of the holders of a majority of the Common
Stock of the Corporation then issued, outstanding and entitled to vote shall be
required.
ARTICLE VII
STOCK NON-ASSESSABLE
The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the Corporation.
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ARTICLE VIII
FAIR PRICE PROVISIONS
Section 1:
(A) In addition to any affirmative vote required by law or these Articles
of Incorporation, and except as otherwise expressly provided in paragraph 2 of
this Article VIII:
(i) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with (a) any Interested Stockholder (as hereinafter
defined) or (b) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder of any assets of the Corporation or any Subsidiary having
an aggregate Fair Market Value (as hereinafter defined) of $1,000,000 or more;
or
(iii) the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities or other property
(or a combination thereof) having any aggregate Fair Market Value of $1,000,000
or more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or
(v) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested Stockholder)
which has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Corporation of any Subsidiary which is directly or indirectly owned by
any Interested Stockholder or any Affiliate of any Interested Stockholder; shall
require the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the then outstanding shares of common stock of the
Corporation authorized to be issued from time to time under Article V of these
Articles of Incorporation (the "Common Stock"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.
(B) The term "Business Combination" as used in this Article VIII shall mean
any transaction which is referred to in any one or more of clauses (i) through
(v) of subparagraph (A) of this paragraph 1.
Section 2: The provisions of paragraph 1 of this Article VIII shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such
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affirmative vote as is required by law and any other provision of these Articles
of Incorporation, if all of the conditions specified in either of the following
subparagraphs (A) or (B) are met:
(A) The Business Combination shall have been approved by a majority of the
Continuing Directors (as hereinafter defined); provided, however, that such
approval shall only be effective if obtained at a meeting at which a Continuing
Director Quorum (as hereinafter defined) is present, or
(B) All of the following conditions have been met:
(i) The aggregate amount of (x) cash and (y) Fair Market Value as of
the date of the consummation of the Business Combination of consideration other
than cash, to be received per share by holders of the Corporation's Common Stock
in such Business Combination transaction shall be at least equal to the highest
amount determined under sub-clauses (a), (b) and (c) below:
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Stockholders for any share of Common Stock acquired by it (1) within
the two-year period immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Stockholder, whichever is higher;
(b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested Stockholder became an
Interested Stockholder (such latter date is referred to in this Article VIII as
the "Determination Date"), whichever is higher; and
(c) (if applicable) the price per share equal to the Fair Market
Value per share of Common Stock determined pursuant to subparagraph (B)(i)(b)
above, multiplied by the ratio of (1) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Stockholder for any shares of Common Stock acquired by it within the
two-year period immediately prior to the Announcement Date to (2) the Fair
Market Value per share of Common Stock on the first day in such two-year period
in which the Interested Stockholder acquired any shares of Common Stock.
(ii) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination: (a)
except as approved by a majority of the Continuing Directors, there shall have
been no failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any stock of the Corporation
having preferential dividend rights; (b) there shall have been (1) no reduction
in the annual rate of dividends paid on the Common Stock (except as necessary to
reflect any subdivision of the Common Stock), except as approved by a majority
of the Continuing Directors, and (2) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or any similar transaction which
has the effect of reducing the number of outstanding shares of the Common Stock,
unless the failure so to increase such annual rate is approved by a majority of
the
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Continuing Directors; and (c) such Interested Stockholder shall not have become
the beneficial owner of any additional shares of Common Stock except as part of
the transaction which results in such Interested Stockholder becoming an
Interested Stockholder. The approval by a majority of the Continuing Directors
of an exception to the requirements set forth in clauses (a) and (b) above shall
only be effective if obtained at a meeting at which a Continuing Director Quorum
is present.
(iii) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder) of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the Corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.
(iv) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to public stockholders
of the Corporation at least 30 days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is required to
be mailed pursuant to such Act or subsequent provisions).
Section 3: For the purpose of this Article VIII
(A) The term "person" shall mean any individual, firm, corporation, or
other entity.
(B) The term "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary and other than any profit-sharing, employee stock
ownership, or other employee benefit plan of the Corporation or any Subsidiary
or any trustee or fiduciary with respect to any such plan when acting in such
capacity) who or which:
(i) is the beneficial owner (as hereinafter defined) of more than ten
percent (10%) of the Common Stock; or
(ii) is an Affiliate (as hereinafter defined) of the Corporation and
at any time within the two-year period immediately prior to the date in question
was the beneficial owner of ten percent (10%) or more of the Common Stock; or
(iii) is an assignee of or has otherwise succeeded to any shares of
Common Stock which were at any time within the two-year period immediately prior
to the date in question beneficially owned by any Interested Stockholder, if
such assignment or succession shall have occurred in the course of a transaction
or series of transactions not involving a public offering within the meaning of
the Securities Act of 1933.
(C) A person shall be a "beneficial owner" of any Common Stock:
(i) which such persons or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
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(ii) which such person or any of its Affiliates or Associates has,
directly or indirectly, (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement, or understanding, or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (b) the right to
vote pursuant to any agreement, arrangement or understanding; or
(iii) which is beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Common Stock.
(D) For purposes of determining whether a person is an Interested
Stockholder pursuant to subparagraph (B) of this paragraph 3, the number of
shares of Common Stock deemed to be outstanding shall include shares deemed
owned through application of subparagraph (C) of this paragraph 3 but shall not
include any other shares of Common Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(E) The term "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on April 1, 1985, or
amendments thereto.
(F) The term "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation,
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in subparagraph (B) of this paragraph 3, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.
(G) The term "Continuing Director" means any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with the
Interested Stockholder and was a member of the Board prior to the time that the
Interested Stockholder became an Interested Stockholder, and any successor of a
Continuing Director who is unaffiliated with the Interested Stockholder and is
recommended to succeed a Continuing Director by a majority of Continuing
Directors, provided that such recommendation or election shall only be effective
if made at a meeting at which a Continuing Director Quorum is present.
(H) The term "Continuing Director Quorum" means six Continuing Directors
capable of exercising the powers conferred upon them under the provisions of the
Articles of Incorporation or By-Laws of the Corporation or by law.
(I) The term "Fair Market Value" means: (1) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if such
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during
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the 30-day period preceding the date in question on the National Association of
Securities Dealers, Inc., Automated Quotations System or any system then in use,
or if no such quotations are available, the fair market value on the date in
question of such stock as determined by the Board in good faith, and (ii) in the
case of the property other than cash or stock, the fair market value of such
property on the date in question as determined in good faith by a majority of
Continuing Directors, provided that such determination shall only be effective
if made at a meeting at which a Continuing Director Quorum is present.
(J) In the event of any Business Combination in which the Corporation
survives, the phrase "other consideration to be received" as used in
subparagraphs (B)(i) and (ii) of paragraph 2 of this Article VIII shall include
the shares of Common Stock retained by the holders of such shares.
Section 4: Nothing contained in this Article VIII shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.
Section 5: Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the affirmative vote of the
holders of sixty-six and two-thirds percent (66 2/3%) or more of the shares of
Common Stock shall be required to amend or repeal, or adopt any provisions
inconsistent with this Article VIII.
ARTICLE IX
SPECIAL PROVISIONS
Section 1: The private property of the stockholders, directors, or officers
shall not be subject to the payment of any corporate debts to any extent
whatsoever.
Section 2:
(A) To the fullest extent that the laws of the State of Nevada, as in
effect on March 18, 1987, or as thereafter amended, permit elimination or
limitation of the liability of directors and officers, no Director, officer,
employee, fiduciary or authorized representative of the Company shall be
personally liable for monetary damages as such for any action taken, or any
failure to take any action, as a Director, officer or other representative
capacity.
(B) This Article shall not apply to any action filed prior to March 18,
1987, nor to any breach of performance or failure of performance of duty by a
Director, officer, employee, fiduciary, or authorized representative occurring
prior to March, 1987. Any amendment or repeal of this Article which has the
effect of increasing Director liability shall operate prospectively only, and
shall not affect any action taken, or any failure to act, prior to its adoption.
Section 3:
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(A) Right to Indemnification. Except as prohibited by law, every director
and officer of the company shall be entitled as a matter of right to be
indemnified by the company against reasonable expense and any liability paid or
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the company or otherwise, in which
he or she may be involved, as a party or otherwise, by reason of such person
being or having been a Director or officer of the company or by reason of the
fact that such person is or was serving at the request of the company as a
Director, officer, employee, fiduciary or other representative of the
Corporation or another corporation, partnership, joint venture, trust, employee
benefit plan or other entity (such claim, action, suit, or proceeding
hereinafter being referred to as "action"); provided, however, that no such
right of indemnification shall exist with respect to an action brought by a
director or officer against the company (other than a suit for indemnification
as provided in paragraph (B)). Such indemnification shall include the right to
have expenses incurred by such person in connection with an action paid in
advance by the company prior to final disposition of such action, subject to
such conditions as may be prescribed by law. As used herein, "expense" shall
include fees and expenses of counsel selected by such person; and "liability"
shall include amounts of judgments, excise taxes, fines and penalties, and
amounts paid in settlement.
(B) Right of Claimant to Bring Suit. If a claim under paragraph (A) of this
Section is not paid in full by the company within thirty days after a written
claim has been received by the company, the claimant may at any time thereafter
bring suit against the company to recover the unpaid amount of the claim, and,
if successful in whole or in part, the claimant shall also be entitled to be
paid the expense of prosecuting such claim. It shall be a defense to any such
action that the conduct of the claimant was such that under Nevada law the
company would be prohibited from indemnifying the claimant for the amount
claimed, but the burden of proving such defense shall be on the company. Neither
the failure of the company (including its Board of Directors, independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because the conduct of the claimant was not such that
indemnification would be prohibited by law, nor an actual determination by the
company (including the Board of Directors, independent legal counsel, or its
stockholders) that the conduct of the claimant was such that indemnification
would be prohibited by law, shall be a defense to the action or create a
presumption that the conduct of the claimant was such that indemnification would
be prohibited by law.
(C) Insurance and Funding. The Company may purchase and maintain insurance
to protect itself and any person eligible to be indemnified hereunder against
any liability or expense asserted or incurred by such person in connection with
any action, whether or not the company would have the power to indemnify such
person against such liability or expense by law or under the provisions of this
Section 3. The company may make other financial arrangements which include a
trust fund, program of self-insurance, grant a security interest or other lien
on any assets of the corporation, establish a letter of credit, guaranty or
surety as set forth in 1987 Statutes of Nevada, Chapter 28 to ensure the payment
of such sums as may become necessary to effect indemnification as provided
herein.
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(D) Non-Exclusive; Nature and Extent of Rights. The right of
indemnification provided for herein (1) shall not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any agreement, by-law or article
provision, vote of stockholders or directors or otherwise, (2) shall be deemed
to create contractual rights in favor of persons entitled to indemnification
hereunder, (3) shall continue as to persons who have ceased to have the status
pursuant to which they were entitled or were denominated as entitled to
indemnification hereunder and shall inure to the benefit of the heirs and legal
representatives of persons entitled to indemnification hereunder and (4) shall
be applicable to actions, suits or proceedings commenced after the adoption
hereof, whether arising from acts or omissions occurring before or after the
adoption hereof. The right of indemnification provided for herein may not be
amended, modified or repealed so as to limit in any way the indemnification
provided for herein with respect to any acts or omissions occurring prior to the
adoption of any such amendment or repeal.
Section 4: In furtherance, and not in limitation, of the powers conferred
by statute, the Board of Directors, by majority vote of those present at any
called meeting, is expressly authorized:
(A) To hold its meetings, to have one or more offices, and to keep the
books of the Corporation, except as may be otherwise specifically required by
the laws of the State of Nevada, within or without the State of Nevada, at such
places as may be from time to time designated by it.
(B) To determine from time to time whether, and if allowed under what
conditions and regulations, the accounts and books of the Corporation (other
than the books required by law to be kept at the principal office of the
Corporation in Nevada), or any of them, shall be open to inspection of the
stockholders, and the stockholders' rights in this respect are and shall be
restricted or limited accordingly.
(C) To make, alter, amend and rescind the By-Laws of the Corporation, to
fix the amount to be reserved as working capital, to fix the times for the
declaration and payment of dividends, and to authorize and cause to be executed
mortgages and liens upon the real and personal property of the Corporation.
(D) To designate from its number an executive committee, which, to the
extent provided by the By-Laws of the Corporation or by resolution of the Board
of Directors, shall have and may exercise in the intervals between meetings of
the Board of Directors, the powers thereof which may lawfully be delegated in
respect of the management of the business and the affairs of the Corporation,
and shall have power to authorize the seal of the Corporation to be affixed to
such papers as may require it. The Board of Directors may also, in its
discretion, designate from its number a finance committee and delegate thereto
such of the powers of the Board of Directors as may be lawfully delegated, to be
exercised when the Board is not in session.
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ARTICLE X
OTHER CONSTITUENCIES PROVISIONS
In taking action, including (but not limited to) action which may involve
or relate to a change or potential change in the control of the Corporation, the
Board of Directors of the Corporation shall be entitled to consider, without
limitation, (1) both the long-term and the short-term interests of the
Corporation and its stockholders and (2) the effects that the Corporation's
actions may have in the short-term or in the long-term upon any of the
following: (i) the prospects for potential growth, development, productivity,
and profitability of the Corporation; (ii) the Corporation's current employees;
(iii) the Corporation's creditors; and (iv) the ability of the Corporation to
provide, as a going concern, goods, services, employment opportunities and
employment benefits and otherwise to contribute to the communities in which it
does business and to serve the public interest. Nothing in this paragraph shall
create any duties owed by any Director to any person or entity to consider or
afford any particular weight to any of the foregoing. For purposes of this
paragraph, "control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of the
Corporation, whether through the ownership of voting stock, by contract or
other.
IN WITNESS WHEREOF, the said SIERRA PACIFIC RESOURCES has caused this
Certificate to be signed by its President and its Secretary, and its corporate
seal to be hereto affixed this 28th day of July, 1999.
SIERRA PACIFIC RESOURCES
By:
------------------------------------
Malyn K. Malquist, President
By:
------------------------------------
William E. Peterson, Secretary
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(SEAL) DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775)684 5708
Website: secretaryofstate.biz
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 and 78.390)
Entity# C8123-1983
Document Number: 20060328821-12
Date Filed: 5/24/2006 10:30:37 A.M.
In the office of
/s/ Dean Heller
- -------------------------------------
Dean Heller
Secretary of State
ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 -- AFTER ISSUANCE OF STOCK)
1. Name of corporation:
SIERRA PACIFIC RESOURCES
2. The articles have been amended as follows (provide article numbers, if
available): Section 1 of Article V of the Restated Articles of Incorporation of
Sierra Pacific Resources has been amended to read in its entirety as follows:
Section I:
The amount of the total authorized capital stock of the Corporation is
three hundred fifty million (350,000,000) shares of common stock of $1.00 par
value. Said shares may be issued by the Corporation from time to time for such
consideration as may be fixed from time to time by the Board of Directors.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the * articles
of incorporation have voted in favor of the amendment is: 170,831,939 for /
5,500,716 agnst-abstn
4. Effective date of filing (optional):
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(must not be later than 90 days after
the certificate is filed)
5. Officer Signature (required): /s/ Michael Yackira,
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Chief Financial Officer and
Senior Vice President
* lf any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
THIS FORM MUST BE ACCOMPANIED BY Nevada Secretary of State AM 78.385 Amend
APPROPRIATE FEES. 2003
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