JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
Submit in Duplicate File #
- -------------------------------------- --------------------------------
Payment must be made by Certified ARTICLES OF INCORPORATION This Space For Use By
Check, Cashiers Check or a Money Secretary of State
Order, payable to "Secretary of
State." Date
License Fee $
Franchise Tax $
Filing Fee $
Clerk
DO NOT SEND CASH
- -------------------------------------- --------------------------------
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is CILCORP Inc.
-------------------------------------------------------------
(shall contain the word "corporation," "company," Incorporated,"
- -----------------------------------------------------------------------------------------------------------
"limited," or an abbreviation thereof)
ARTICLE TWO The name and address of the initial registered agent and its registered office are:
Registered Agent M. J. Murray
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First Name Middle Name Last Name
Registered Office 300 Liberty Street
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Number Street Suite # (A.P.O. Box alone is not acceptable)
Peoria 61602 Peoria
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City Zip Code County
ARTICLE THREE The purpose for which the corporation is organized are:
If not sufficient space to cover this point add one or more sheets of this size
any lawful purpose or purposes under the Business Corporation Act of 1983.
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class *Par Value per share Number of shares authorized
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Common Without par value 20,000,000
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1
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Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or
relative rights in respect of the shares of each class are:
If not sufficient space to cover this point, add one or more sheets of this size.
None
ARTICLE FIVE The number of shares to be issued initially, and the consideration to be received by the
corporation therefor, are:
*Par Value Number of shares Consideration to be
Class Per share proposed to be issued received therefor
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Common Without par value 100 $1,000
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$
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$
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$
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TOTAL $1,000
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* A declaration as to a "par value" is optional. This space may be marked "n/a" when no reference to a par
value is desired.
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of directors of the corporation is
nine (9).
ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be: $ --
---------
(b) It is estimated that the value of the property to be located within
the State of Illinois during the following year will be: $ --
---------
(c) It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be: $ --
---------
(d) It is estimated that the gross amount of business which will be
transacted from places of business in the State of Illinois during
the following year will be: $ --
---------
ARTICLE EIGHT OTHER PROVISIONS See Exhibit A attached hereto and made a part hereof.
Attach a separate sheet of this size for any other provision to be included in the Articles
of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting;
2
regulating internal affairs; voting majority requirements; fixing a duration other than
perpetual; etc.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated: January 10, 1985
----------------
Signatures and Names Post Office Address
1. /s/ Robert O. Viets 1. 300 Liberty Street
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Signature Street
Robert O. Viets Peoria IL 61602
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Name (please print) City/Town State Zip
2. 2.
---------------------------- ---------------------------------
Signature Street
---------------------------- ---------------------------------
Name (please print) City/Town State Zip
3. 3.
---------------------------- ---------------------------------
Signature Street
---------------------------- ---------------------------------
Name (please print) City/Town State Zip
(Signatures must be in ink on original document. Carbon copy, xerox or rubber
stamp signatures may only be used on conformed copies)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.
3
EXHIBIT A
TO
THE ARTICLES OF INCORPORATION
OF CILCORP Inc.
ARTICLE EIGHT
The holders of capital stock of the corporation now or hereafter
outstanding shall not have the right to cumulate their respective votes in any
election for directors of the corporation.
ARTICLE NINE
Paragraph 1: A Business Combination (as hereinafter defined) shall require the
affirmative vote of the holders of that percentage of the Voting Shares (as
hereinafter defined) which is the greater of:
A. 75%, or
B. the percentage calculated by dividing (x) the sum of (i) the aggregate
number of Voting Shares which are beneficially owned by each and every Related
Person (as hereinafter defined) and (ii) one-half of all Voting Shares which are
not beneficially owned by any such Related Person by (y) the total number of
Voting Shares (the "Required Percentage"); provided, however, that for the
purpose of determining the Required Percentage of affirmative votes required for
any Business Combination between the corporation or any Subsidiary (as
hereinafter defined) and any Related Person, only the Related Person which is a
party to such transaction shall be deemed a "Related Person" under this
Paragraph 1.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that some lesser percentage may be specified, by law or
otherwise.
Paragraph 2: The provisions of Paragraph 1 shall not apply to a Business
Combination, and such Business Combination shall require the affirmative vote of
the holders of a majority of the Voting Shares, if all of the following
conditions shall have been satisfied:
1
A. If, with respect to such Business Combination (i) at least two-thirds of
the Continuing Directors (as hereinafter defined) shall have approved expressly
a memorandum of understanding with the Related Person which is a party to such
transaction, consistent in material terms with the Business Combination for
which a shareholder vote is sought, before such Related Person became a Related
Person; or (ii) at least two-thirds of the Continuing Directors shall have
approved expressly in advance the acquisition of the Voting Shares that caused
such Related Person to become a Related Person; or (iii) such Business
Combination is approved expressly by the affirmative vote of at least two-thirds
of the Continuing Directors before the consummation of such transaction.
B. The aggregate amount of cash or fair market value of Other Consideration
(as hereinafter defined) to be received per share by holders of Voting Shares in
such Business Combination is not less than the Highest Per Share Price (as
hereinafter defined) paid by the Related Person in acquiring within the two-year
period immediately preceding the Business Combination any shares of capital
stock of the corporation which if continued to be held at the Record Date (as
hereinafter defined) would be (or are) Voting Shares.
C. The consideration to be received by Public Holders (as hereinafter
defined) in such Business Combination shall be in the same form and of the same
kind as the consideration paid by the Related Person in acquiring within the
two-year period immediately preceding the Business Combination any shares of
capital stock of the corporation which if continued to be held at the Record
Date would be (or are) Voting Shares.
D. After such Related Person became a Related Person and before the
Business Combination the Related Person shall have taken steps to ensure that
the corporation's Board of Directors included at all times representation by
Continuing Directors proportionate to the ratio that the Voting Shares which
from time to time are owned by Public Holders bear to all Voting Shares
outstanding at such respective times (with a Continuing Director to occupy any
resulting fractional board position);
E. Before the Business Combination, such Related Person shall not have (i)
received the benefit, directly or indirectly, (except proportionately as a
shareholder) of any loans, advances, guarantees, pledges, financial assistance
or tax credits provided by the corporation, or (ii) made any major change in the
corporation's business or equity capital structure without the approval of at
least two-thirds of the Continuing Directors.
2
F. A proxy statement responsive to the requirements of the Securities Act
of 1933, as amended, shall have been mailed to all holders of Voting Shares for
the purpose of soliciting shareholder approval of such Business Combination. The
proxy statement shall contain on the front page thereof, in a prominent place,
any recommendations as to the advisability (or inadvisability) of the Business
Combination which the Continuing Directors, or any of them, may have furnished
in writing and, if deemed advisable by a majority of the Continuing Directors,
an opinion of a reputable investment banking firm as to the fairness (or lack of
fairness) of the terms of such Business Combination from the point of view of
the Public Holders (such investment banking firm to be selected by a majority of
the Continuing Directors, to be furnished with all information it reasonably
requests and to be paid a reasonable fee for its services upon receipt by the
corporation of such opinion).
Paragraph 3: The following definitions shall apply to the provisions of Article
Nine and Paragraph 1 of Article Ten of these Articles of Incorporation.
A. "Affiliate" and "Associate" shall have the respective meanings given
those terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (any such Rule hereinafter shall be
referred to as "Rule").
B. A Person shall be the "Beneficial Owner" of Voting Shares:
(i) which are beneficially owned, directly or indirectly, by it or any
of its Affiliates and Associates;
(ii) which such Person or any of its Affiliates or Associates has (a)
the right to acquire at any time (notwithstanding that Rule 13d-3 deems
shares to be beneficially owned only if such right may be exercised within
60 days) pursuant to any agreement, arrangement or understanding or upon
the exercise of conversion rights, exchange rights, warrants, options, or
otherwise, or (b) the right to vote pursuant to any agreement, arrangement
or understanding; or
(iii) which are beneficially owned, directly or indirectly, by any other
Person with which such first mentioned 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 Voting Shares.
3
C. "Business Combination" shall mean:
(i) any merger or consolidation of the corporation or any Subsidiary
with or into (a) any Related Person or (b) any other Person (whether or not
itself a Related Person) which, after such merger or consolidation, would
be an Affiliate of a Related Person;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, either in a single transaction or a series of related
transactions, to or with any Related Person of (x) a Substantial Part of
the assets of the corporation (including without limitation any voting
securities of a Subsidiary) or (y) any Subsidiary having total assets with
an aggregate fair market value of $5,000,000 or more;
(iii) the issuance or transfer by the corporation or any Subsidiary,
either in a single transaction or a series of related transactions, of any
securities of the corporation or of any Subsidiary to any Related Person in
exchange for cash, securities or other property (or a combination thereof)
having an aggregate fair market value of $5,000,000 or more;
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation;
(v) any reclassification of securities, including without limitation,
any reverse stock split, recapitalization, reorganization, merger or
consolidation, of the corporation with any of its Subsidiaries or any
similar transaction (whether or not with or into or otherwise involving a
Related Person) which has the effect, directly or indirectly, of increasing
the proportionate share of the outstanding shares of any class of capital
stock of the corporation or any Subsidiary which is directly or indirectly
owned by any Related Person; or
(vi) any agreement, contract or other arrangement providing for any of
the transactions described in (i) through (v) of this subparagraph C.
D. "Continuing Director" shall mean a person who was a member of the
Board of Directors of the corporation elected by the Public Holders immediately
before the date as of which any Related Person became a Related Person, or
4
a person designated (before his initial election as a director) as a Continuing
Director by a majority of the then Continuing Directors.
E. "Highest Per Share Price" shall mean the highest price that can be
determined to have been paid at any time within the two-year period immediately
preceding the Business Combination by the Related Person for any share or shares
of capital stock of the corporation which if continued to be held at the Record
Date would be (or are) Voting Shares. In determining the Highest Per Share
Price, all purchases by the Related Person shall be taken into account
regardless of whether the shares were purchased before or after the Related
Person became a Related Person. Also, the Highest Per Share Price shall include
any brokerage commissions, transfer taxes and soliciting dealers' fees paid by
the Related Person with respect to the shares acquired by that Related Person.
Determination of the Highest Per Share Price as required from time to time by
this Article Nine shall be made by at least two-thirds of the Continuing
Directors then in office.
F. "Other Consideration" shall include, without limitation, property,
the capital stock of the corporation retained by its Public Holders in the event
of a Business Combination in which the corporation is the surviving corporation,
or other securities.
G. "Person" shall mean any individual, firm, corporation, partnership
or other entity.
H. A "Public Holder" shall mean a Beneficial Owner of Voting Shares who
is not a Related Person.
I. "Record Date" shall mean the date set by the corporation for the
determination of shareholders entitled to notice of and to vote on the proposed
Business Combination.
J. "Related Person" shall mean, with respect to any Business
Combination, any Person (other than the corporation, any Subsidiary or any
Person who owns all of the Voting Shares) who, together with its Affiliates and
Associates, as of the Record Date or immediately prior to the consummation of
any such transaction, is the Beneficial Owner of not less than 10% of the Voting
Shares.
K. "Subsidiary" shall mean any corporation of which a majority of any
class of equity security (as defined in Rule 3a11-1) is owned, directly or
indirectly, by the corporation; provided, however, that for the purposes of the
definition
5
of Related Person set forth in subparagraph J of this Paragraph 3, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
capital stock is owned, directly or indirectly, by the corporation.
L. "Substantial Part" shall mean more than 20% of the fair market value
as determined by at least two-thirds of the Continuing Directors of the total
consolidated assets of the corporation and its Subsidiaries taken as a whole as
of the end of its most recent fiscal year ended prior to the time the
determination is being made.
M. "Voting Shares" shall mean all of the shares of capital stock of the
corporation which are issued and outstanding as of the Record Date. The Voting
Shares shall include shares deemed owned through application of subparagraph B
of this Paragraph 3 but shall not include any other Voting Shares which may be
issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants, options or otherwise.
Paragraph 4: For the purposes of this Article Nine, at least two-thirds of the
Continuing Directors shall determine (A) the number of Voting Shares
beneficially owned by any Person, (B) whether a Person is an Affiliate or
Associate of another, (C) whether a Person is the Beneficial Owner of any Voting
Shares, and (D) whether the assets subject to any Business Combination have an
aggregate fair market value of $5,000,000 or more.
Paragraph 5: Nothing contained in this Article Nine shall be construed to
relieve any Related Person from any fiduciary obligation imposed by law.
ARTICLE TEN
Paragraph 1: Any amendment, alteration, change or repeal of Article Nine or this
Paragraph 1 of Article Ten of these Articles of Incorporation shall require the
affirmative vote of the holders of at least 75% of the Voting Shares and if
there is a Related Person, such action must also be approved by the affirmative
vote of a majority in interest of the Public Holders; provided that this
Paragraph 1 of Article Ten shall not apply to, and the majority vote prescribed
by Paragraph 2 of this Article Ten shall be required for, any amendment,
alteration, change or repeal recommended to the shareholders by two-thirds or
more of the Continuing Directors.
6
Paragraph 2: Any provision of these Articles of Incorporation other than Article
Nine and Paragraph 1 of Article Ten may be amended, altered, changed or repealed
by the affirmative vote of the holders of a majority of the outstanding common
stock of the corporation.
7
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
Submit in Duplicate File #5370-721-1
- ----------------------------------- -----------------------------------
Payment must be made by Certified ARTICLES OF AMENDMENT This Space For Use By
Check, Cashiers Check or a Money Secretary of State
Order, payable to "Secretary of
State." Date
License Fee $
Franchise Tax $
Filing Fee $
DO NOT SEND CASH Clerk
- ----------------------------------- -----------------------------------
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is CILCORP Inc.
------------------------------
-------------------------------------------------- (Note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was adopted on
April 28 , 19 87 in the manner indicated below. ("X" one box only.)
- -------------------------------------------------- -----
/ / By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have
been elected; or by a majority of the board of directors, in
accordance with Section 10.10, the corporation having issued
no shares as of the time of adoption of this amendment;
(Note 2)
/ / By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder
action not being required for the adoption of the amendment;
(Note 3)
/X/ By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted
and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes
required by statute and by the articles of incorporation were
voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and
7.10, a resolution of the board of directors having been duly
adopted and submitted to the shareholders. A consent in
writing has been signed by shareholders having not less than
the minimum number of votes required by statute and by the
articles of incorporation. Shareholders who have not consented
in writing have been given notice in accordance with Section
7.10;
(Note 4)
/ / By the shareholders, in accordance with Section 10.20 and
7.10, a resolution of the board of directors have been duly
adopted and submitted to the shareholders. A consent in
writing has been signed by all the shareholders entitled to
vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
Page 2
Resolution
Page 3
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the number of
authorized shares of any class below the number of issued
shares of that class, provided for or effected by this
amendment, is as follows: (If not applicable, insert "No
change")
No change
ARTICLE FOUR (a) The manner in which said amendment effects a change in the
amount of paid-in capital (Paid-in capital replaces the terms
Stated Capital and Paid in Surplus and is equal to the total
of these accounts) is as follows: (If not applicable, insert
"No change")
No change
(b) The amount of paid-in capital (Paid in Capital replaces
the terms Stated Capital and Paid in Surplus and is equal to
the total of these accounts) as changed by this amendment is
as follows: (If not applicable, insert "No change")
No change
Before Amendment After Amendment
Paid-in Capital $ $
---------------- ---------------
(Complete either item 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated May 6 , 19 87 CILCORP Inc.
----------- ------ --------------------------------------------
(Exact Name of Corporation)
attested by /s/ M. J. Murray by /s/ W. R. Vogelsang
-------------------------- ----------------------------
(Signature of Secretary (Signature of President of
or Assistant Secretary) Vice President)
M. J. Murray, Secretary W. R. Vogelsang, President
--------------------------- ----------------------------
(Type or Print Name & Title) (Type or Print Name and Title)
(2) If amendment is authorized by the incorporators, the incorporators must sign
below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated , 19
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Extract from Minutes of Annual Meeting of Shareholders of
CILCORP. INC.
held April 28, 1987
I, M.J. Murray, Secretary of CILCORP Inc., hereby certify that at the
Annual Meeting of Shareholders of the Company held April 28, 1987, at which a
quorum was in attendance and voting throughout, the following resolutions were
duly adopted and are now in full force and effect:
RESOLVED: That Article Four of the Article of the Incorporation of the
Company, be amended to read in its entirety as follows:
Paragraph 1: The authorized shares shall be:
Class Par Value Per Share Number of Shares Authorized
- ----- ------------------- ---------------------------
Common Without par value 50,000,000
Preferred Without par value 4,000,000
Paragraph 2: The designations, preferences, qualifications,
limitations, restrictions and the special or relative rights in respect of the
shares of each class are:
Common Stock. Holders of the common stock shall be entitled to one vote per
share on all matters submitted to a vote of the shareholders of the Company,
except matters required to be voted on exclusively by holders of preferred stock
or of any series of preferred stock. Subject only to the prior rights and
preferences of the preferred stock, the holders of the common stock shall be
entitled to dividends thereon, when, as and if declared by the Board of
Directors out of funds of the Company legally available therefor. In the event
of any dissolution or liquidation of the Company, the holders of the common
stock shall be entitled to receive, pro rata, after the prior rights of the
holders of the preferred stock have been satisfied, all of the assets of the
Company remaining available for distribution, if any.
Preferred Stock. The preferred stock may be issued from time to time in one or
more series and shall have preference over the common stock as to the payment of
dividends and to the assets of the Company upon the voluntary or involuntary
liquidation of the Company. Dividends on the preferred stock shall be cumulative
and shares of preferred stock shall have such rights of conversion into shares
of any other class, or into shares of any series of the same or any other class,
as shall be provided with respect to such shares. The Board of Directors by
resolution shall establish each series of preferred stock and fix and determine
the number of shares and the relative rights and preferences of each such
series, provided that
all shares of the preferred stock shall be identical except as to the following
relative rights and preferences, as to which there may be variations fixed and
determined by the Board of Directors between different series:
(1) The rate of dividend.
(2) The price at and the terms and conditions on which shares....
(3) The amount payable upon shares in event of involuntary
liquidation.
(4) The amount payable upon shares in event of voluntary
liquidation.
(5) Sinking fund provisions for the redemption or purchase of
shares.
(6) The terms and conditions on which shares may be converted, if
the shares of any series are issued with the privilege of
conversion.
(7) The limitation or denial of voting rights, or the grant of
special voting rights.
(8) Any other rights or preferences now or hereafter permitted by
the laws of the State of Illinois as variations between
different series of preferred stock.
RESOLVED FURTHER: That Article Ten of the Article of Incorporation of
this Company, be amended to read in its entirety as follows:
Paragraph 1: Any amendment, alteration, change or repeal of Article
Nine or this Paragraph 1 of Article Ten of these Articles of Incorporation shall
require the affirmative vote of the holders of at least 75% of the Voting Shares
and if there is a Related Person, such action must also be approved by the
affirmative vote of a majority in interest of the Public Holders; provided that
this Paragraph 1 of Article Ten shall not apply to, and the majority vote
prescribed by Paragraph 2 of this Article Ten shall be required for, any
amendment, alteration, change or repeal recommended to the shareholders by
two-thirds or more of the Continuing Directors.
Paragraph 2: Any provision of these Articles of Incorporation other
than Article Nine and Paragraph 1 of Article Ten may be amended, altered,
changed or repealed by the affirmative vote of the holders of a majority of the
outstanding capital stock of the corporation having the right to vote on the
issue and, if a class vote thereon is required pursuant to applicable law, by
the affirmative vote of the holders of a majority of the outstanding shares of
each such class, and
RESOLVED FURTHER: That the officers of this Company are hereby
authorized and directed to do all things necessary or desirable to carry out the
foregoing resolutions and make them effective.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this 6th day of May, 1987.
/s/ M. J. Murray
- --------------------------------------------------------------------------------
Secretary
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
Submit in Duplicate File #5370-721-1
- ----------------------------------- -----------------------------------
Payment must be made by Certified ARTICLES OF AMENDMENT This Space For Use By
Check, Cashiers Check or a Money Secretary of State
Order, payable to "Secretary of
State." Date
License Fee $
Franchise Tax $
Filing Fee $
DO NOT SEND CASH Clerk
- ----------------------------------- -----------------------------------
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is CILCORP Inc.
-------------------------------
---------------------------------------------------- (Note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was adopted on
April 23 , 19 91 in the manner indicated below. ("X" one box only.)
-------------------------- ------
/ / By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have
been elected; or by a majority of the board of directors, in
accordance with Section 10.10, the corporation having issued
no shares as of the time of adoption of this amendment;
(Note 2)
/ / By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder
action not being required for the adoption of the amendment;
(Note 3)
/X/ By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted
and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes
required by statute and by the articles of incorporation were
voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and
7.10, a resolution of the board of directors having been duly
adopted and submitted to the shareholders. A consent in
writing has been signed by shareholders having not less than
the minimum number of votes required by statute and by the
articles of incorporation. Shareholders who have not consented
in writing have been given notice in accordance with Section
7.10;
(Note 4)
/ / By the shareholders, in accordance with Section 10.20 and
7.10, a resolution of the board of directors have been duly
adopted and submitted to the shareholders. A consent in
writing has been signed by all the shareholders entitled to
vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
Page 2
Resolution
See attached Exhibit
Page 3
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the number of
authorized shares of any class below the number of issued
shares of that class, provided for or effected by this
amendment, is as follows: (If not applicable, insert "No
change")
No change
ARTICLE FOUR (a) The manner in which said amendment effects a change in the
amount of paid-in capital (Paid-in capital replaces the terms
Stated Capital and Paid in Surplus and is equal to the total
of these accounts) is as follows: (If not applicable, insert
"No change")
No change
(b) The amount of paid-in capital (Paid in Capital replaces
the terms Stated Capital and Paid in Surplus and is equal to
the total of these accounts) as changed by this amendment is
as follows: (If not applicable, insert "No change")
No change
Before Amendment After Amendment
Paid-in Capital $ $
---------------- ---------------
(Complete either item 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated May 2 , 19 91 CILCORP Inc.
-------------- ------- --------------------------------
(Exact Name of Corporation)
attested by /s/ M. J. Murray by /s/ Robert O. Viets
-------------------------- -----------------------------
(Signature of Secretary (Signature of President of
or Assistant Secretary) Vice President)
M. J. Murray, Secretary Robert O. Viets, President
-------------------------- -----------------------------
(Type or Print Name & Title) (Type or Print Name and Title)
(2) If amendment is authorized by the incorporators, the incorporators must sign
below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated , 19
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CILCORP. INC.
EXHIBIT
RESOLVED: That Article Six of the Articles of Incorporation of the
Company be amended to read in its entirety as follows:
ARTICLE SIX
The number of directors of the corporation shall be such number as may
from time to time be fixed by or pursuant to the By-laws. The directors
shall be elected and divided into three classes, Class I, Class II and
Class III, each class to be as nearly equal in number as possible. The
directors shall initially be allocated to the same classes as those to
which they were designated under the By-laws in effect immediately
prior to the annual meeting in 1991. At each annual meeting the number
of directors of the class whose terms expire at the time of such
meeting (unless the number of directors in such class is increased or
decreased as a result of a change in the total number of directors, in
which case the number of directors in such class as so increased or
deceased) shall be elected to hold office until the third succeeding
annual meeting. Directors may be removed only for cause.
RESOLVED: That Article Seven of the Articles of Incorporation of the
Company be amended to read in its entirety as follows:
ARTICLE SEVEN
In furtherance of, and not in limitation of, the powers conferred by
statute, the Board of Directors of the corporation is expressly
authorized and empowered to adopt, amend or repeal the By-laws (or any
portion thereof) of the corporation. The shareholders of the
corporation are authorized and empowered to adopt, amend or repeal the
By-laws only by an affirmative vote of 75% of the voting power of the
shares outstanding and entitled to vote thereon.
RESOLVED: That Article Eight of the Articles of Incorporation of the
Company be amended to read in its entirety as follows:
ARTICLE EIGHT
Paragraph 1: The holders of capital stock of the corporation now or
hereafter outstanding shall not have the right to cumulate their respective
votes in any election for directors of the corporation.
Paragraph 2: Any action required or permitted to be taken by the
shareholders of the corporation shall be taken only at a duly called annual or
special meeting. Such action may not be taken by written consent of the
shareholders.