Exhibit 3(a)1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PUBLIC SERVICE COMPANY OF COLORADO
Public Service Company of Colorado, a Colorado corporation (the
"Corporation"), pursuant to sections 7-110-106 and 107 of the Colorado Business
Corporation Act (the "Act"), hereby adopts the following amended and restated
Articles of Incorporation:
1. Name. The name of the Corporation is: Public Service Company of
Colorado
2. Purpose. The nature, objects and purposes of the business to be
transacted by the Corporation shall be to engage in any lawful activity
for which corporations may be organized under the Act. The Corporation shall
have and may exercise all of the rights, powers and privileges now or hereafter
exercisable by corporations organized under the laws of Colorado. In addition,
the Corporation may do everything necessary, suitable, convenient or proper for
the accomplishment of any of its corporate purposes.
3. Stock. The total number of shares of capital stock which the
Corporation is authorized to issue is ten million one hundred (10,000,100),
consisting of one hundred (100) shares of common stock, one cent ($0.01) par
value per share ("Common Stock"), and ten million (10,000,000) shares of
preferred stock, one cent ($0.01) par value per share ("Preferred Stock").
1. Preferred Stock. The Board of Directors of the Corporation is
expressly granted the authority, by one or more appropriate filings with
the Colorado Secretary of State pursuant to the Act, to issue the
Preferred Stock in one or more classes or series, and to fix, by one or
more resolutions from time to time, the number of shares, the
designations, powers, preferences and rights, and the qualifications,
limitations and restrictions, of such classes and series of the Preferred
Stock. Each share of Preferred Stock of any one series shall be identical
to each other share of that series, except as to the dates from and after
which dividends thereon shall cumulate (if cumulative).
2. Common Stock. The holders of Common Stock shall have the right to
vote for the election of directors and on all other matters submitted to a
vote of the shareholders generally, with each share entitled to one vote.
Each share of Common Stock shall be equal to every other share of Common
Stock for all purposes. Subject to the prior rights and privileges of the
holders of Preferred Stock (if any), upon the voluntary liquidation,
dissolution or winding up of the Corporation, the net assets of the
Corporation shall be distributed pro rata to the holders of the Common
Stock.
4. Partial Liquidation. The Board of Directors may from time to time
distribute to the shareholders in partial liquidation, out of stated capital or
capital surplus of the Corporation, a portion of its assets, in cash or
property, subject to the limitations contained in the statutes of Colorado.
Shareholders shall share in such distributions in accordance with the provisions
of Article 3 above.
5. Election of Directors; No Cumulative Voting. The Board of Directors
shall consist of one or more members, with the number specified or fixed in
accordance with the Bylaws of the Corporation. Members of the Board of Directors
may be elected either by written ballot or by voice vote. The shareholders of
the Corporation shall not have cumulative voting rights in the election of
directors or with respect to any other matter.
6. Indemnification. The Corporation shall indemnify, to the maximum extent
permitted by law, any person who is or was a director, officer, agent, fiduciary
or employee of the Corporation against any
claim, liability or expense arising against or incurred by such person as a
result of actions reasonably taken by him at the direction of the Corporation.
The Corporation further shall have the authority, to the maximum extent
permitted by law and its Bylaws, to indemnify its directors, officers, agents,
fiduciaries and employees against any claim, liability or expense arising
against or incurred by them in all other circumstances and to maintain insurance
at the Corporation's expense providing for such indemnification (including
insurance with respect to claims, liabilities and expenses for which the
Corporation does not have the power to indemnify such persons).
7. Limitation on Director's Liability. A director of the Corporation shall
not be personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or to its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for a breach of
Colorado Revised Statutes sections.7-108-403, or (iv) for any transaction from
which the director directly or indirectly derived an improper personal benefit.
8. Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transaction" means any of the following: (i) a loan or
other assistance by the Corporation to a director of the Corporation or to an
entity in which a director of the Corporation is a director or officer or has a
financial interest; (ii) a guaranty by the Corporation of an obligation of a
director of the Corporation or of an obligation of an entity in which a director
of the Corporation is a director or officer or has a financial interest; or
(iii) a contract or transaction between the Corporation and a director of the
Corporation or between the Corporation and an entity in which a director of the
Corporation is a director or officer or has a financial interest. No conflicting
interest transaction shall be void or voidable, be enjoined, be set aside, or
give rise to an award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the Corporation, solely because the
conflicting interest transaction involves a director of the Corporation or an
entity in which a director of the Corporation is a director or officer or has a
financial interest, or solely because the director is present at or participates
in the meeting of the Corporation's Board of Directors or of the committee of
the Board of Directors which authorizes, approves or ratifies a conflicting
interest transaction, or solely because the director's vote is counted for such
purpose, if: (A) the material facts as to the director's relationship or
interest and as to the conflicting interest transaction are disclosed or are
known to the Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes, approves or ratifies the conflicting
interest transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors are less than a quorum; or
(B) the material facts as to the director's relationship or interest and as to
the conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest transaction
is specifically authorized, approved or ratified in good faith by a vote of the
shareholders; or (C) a conflicting interest transaction is fair as to the
Corporation of the time it is authorized, approved or ratified by the Board of
Directors, a committee thereof, or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes, approves or ratifies
the conflicting interest transaction.
9. Loans and Guaranties for the Benefit of Directors. Neither the Board of
Directors nor any committee thereof shall authorize a loan by the Corporation to
a director of the Corporation or to an entity in which a director of the
Corporation is a director or officer or has a financial interest, or a guaranty
by the Corporation of an obligation of a director of the Corporation or of an
obligation of an entity in which a director of the Corporation is a director or
officer or has a financial interest, until at least ten days after written
notice of the proposed authorization of the loan or guaranty has been given to
the shareholders who would be entitled to vote thereon if the issue of the loan
or guaranty were submitted to a vote of the shareholders. The requirements of
this Article 9 are in addition to, and not in substitution for, the provisions
of Article 8 above.
10. Negation of Equitable Interests in Shares or Rights. Unless a person
is recognized as a shareholder through procedures established by the Corporation
pursuant to Colorado Revised Statute sections 7-107-204 or any similar law, the
Corporation shall be entitled to treat the registered holder of any shares of
the Corporation as the owner thereof for all purposes permitted by the Act,
including without limitation all rights deriving from such shares, and the
Corporation shall not be bound to recognize any equitable or
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other claim to, or interest in, such shares or rights deriving from such shares
on the part of any other person, including without limitation, a purchaser,
assignee or pledgee of such shares or of rights deriving from such shares,
unless and until such purchaser, assignee, pledgee or other person becomes the
registered holder of such shares or is recognized as such, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such purchaser, assignee, pledgee or other person. By way of example and not of
limitation, no such purchaser, assignee, pledgee or other person shall be
entitled to receive notice of any meetings of shareholders, to vote at such
meetings, to examine a list of shareholders, to be paid dividends or other sums
payable to shareholders, or to own, enjoy and exercise any other rights deriving
from such shares, until such purchaser, assignee, pledgee or other person has
become the registered holder of such shares or is recognized as such.
11. Registered Office; Registered Agent. The street address of the
registered office of the Corporation is 1225 17th Street, 9th Floor, Denver, CO
80202. The name of the registered agent at such address is Paul J. Bonavia.
12. Principal Office. The address of the principal office of the
Corporation is 1225 17th Street, Denver, CO 80202.
These Amended and Restated Articles of Incorporation were adopted by
unanimous written consent of the directors of the Corporation and by written
consent of the sole shareholder of the Corporation. The number of votes cast for
each amendment by each voting group entitled to vote separately on the amendment
was sufficient for approval by that voting group.
IN WITNESS WHEREOF, the Corporation has set its hand and seal effective as
of July 10, 1998.
PUBLIC SERVICE COMPANY OF COLORADO
By: /s/ Wayne H. Brunetti
--------------------------------------
Wayne H. Brunetti, Chief Executive Officer
Attest:
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Cathy J. Hart, Corporate Secretary
* * * * *
Paul J. Bonavia hereby consents to his appointment as the registered agent
for Public Service Company of Colorado.
/s/ Paul J. Bonavia
---------------------------------
Paul J. Bonavia
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