Exhibit 3(a)
COMPOSITE
ARTICLES OF INCORPORATION
OF
TXU ELECTRIC DELIVERY COMPANY *
ARTICLE ONE
The name of the Corporation is TXU Electric Delivery Company.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is to transact any
and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act (hereinafter referred to as the "TBCA").
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have
authority to issue is One Hundred Million (100,000,000) shares of Common Stock,
without par value.
Each share of Common Stock of the Corporation issued and outstanding or
held in the treasury of the Corporation immediately prior to the close of
business on July 31, 2002 is changed into and reclassified as 69,000 fully paid
and nonassessable shares of Common Stock, without par value, and at the close of
business on such date, each holder of record of Common Stock shall, without
further action, be and become the holder of 68,999 additional shares of Common
Stock for each share of Common Stock held of record immediately prior thereto as
determined by the Board of Directors. Effective at the close of business on such
date, each certificate representing shares of Common Stock outstanding or held
in treasury immediately prior to such time shall continue to represent the same
number of shares of Common Stock and as promptly as practicable thereafter, the
Corporation shall issue and cause to be delivered to each holder of record of
shares of Common Stock at the close of business on such date an additional
certificate or certificates representing 68,999 additional shares of Common
Stock for each share of Common Stock held of record immediately prior thereto.
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* Composite articles of incorporation reflecting articles of
incorporation, as filed on November 6, 2001; articles of amendment, as filed on
January 7, 2002, July 31, 2002 and May 17, 2004; the current number, name and
address of the directors of the corporation and the omission of the name and
address of the incorporator, as would be set forth in restated articles of
incorporation.
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ARTICLE FIVE
If, with respect to any action to be taken by the shareholders of the
Corporation, any provision of the TBCA would, but for this Article Five, require
the vote or concurrence of the holders of shares having more than a majority of
the votes entitled to be cast thereon, or of any class or series thereof, the
vote or concurrence of the holders of shares having only a majority of the votes
entitled to be cast thereon, or of any class or series thereof, shall be
required with respect to any such action.
Any action required by the TBCA to be taken at any annual or special
meeting of the shareholders, or any action which may be taken at any annual or
special meeting of shareholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holder or holders of shares having
not less than the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all the shares entitled to vote on
the action were present and voted.
ARTICLE SIX
The Corporation will not commence business until it has received for
the issuance of shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.
ARTICLE SEVEN
The street address of its initial registered office is Energy Plaza,
1601 Bryan Street, Dallas, Texas 75201-3411 and the name of its registered agent
at such address is TXU Business Services Company (Office of the Corporate
Secretary).
ARTICLE EIGHT
The number of directors of the Corporation shall be fixed, from time to
time, in the manner provided in the Bylaws of the Corporation and shall be one
(1) or more.
The number of directors constituting the current Board of Directors is
five (5), and the names and addresses of the persons who are to serve as
directors until the next annual meeting of the shareholders or until their
successors are duly elected and qualified are:
T.L. Baker
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
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David A. Campbell
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Kirk R. Oliver
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Eric H. Peterson
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
C. John Wilder
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
ARTICLE NINE
The Corporation may, from time to time, to the extent it may lawfully
do so, purchase, directly or indirectly, any of its stock outstanding at such
price as may be fixed by its Board of Directors and accepted by the holders of
the stock purchased, and may resell any stock so purchased or otherwise acquired
by it at such price as may be fixed by the Board of Directors.
ARTICLE TEN
(a) The Corporation shall indemnify and may purchase and
maintain insurance or other arrangements on behalf of any and all persons whom
it may lawfully indemnify and insure to the fullest extent permitted by the
TBCA, as the same exists or may hereafter be amended, or by the laws of the
State of Texas, as in effect from time to time.
(b) A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for any act or
omission in such director's capacity as a director, except that this provision
does not eliminate or limit the liability of a director to the extent the
director is found liable for: (i) a breach of the director's duty of loyalty to
the Corporation or its shareholders; (ii) an act or omission not in good faith
that constitutes a breach of duty of the director to the Corporation or an act
or omission that involves intentional misconduct or a knowing violation of the
law; (iii) a transaction from which the director received an improper benefit
whether or not the benefit resulted from an action taken within the scope of the
director's office; or (iv) an act or omission for which the liability of the
director is expressly provided for by an applicable statute. If the laws of the
State of Texas are hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by such laws as so amended.
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(c) No repeal or modification of this Article Ten by the
shareholders of the Corporation shall adversely affect any right or protection
of a director or other person lawfully indemnified by the Corporation existing
at the time of such repeal or modification or with respect to events occurring
prior to such time.
ARTICLE ELEVEN
Upon any issue or sale for money or other consideration of any
additional, unissued or treasury shares of capital stock of this Corporation, or
securities convertible into or carrying a right to subscribe to or acquire
shares of capital stock of this Corporation that may be authorized from time to
time, no holder of stock (irrespective of the kind of such stock) shall have any
preemptive or other right to subscribe for, purchase or receive any
proportionate or other share of the stock so issued or sold, such preemptive
rights being expressly denied, but the Board of Directors may dispose of all or
any portion of such stock as and when it may determine free of any and all such
rights, whether by offering the same to shareholders or others or by sale or
other disposition as said Board of Directors may deem advisable. Nothing in this
Article shall be construed to limit the authority of the Board of Directors to
grant options or first refusal rights with respect to the capital stock of the
Corporation.
ARTICLE TWELVE
Cumulative voting by the shareholders of the Corporation at any
election for directors is expressly prohibited. The shareholders entitled to
vote for directors in such election shall be entitled to cast one vote per
directorship for each share held, and no more.
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