articlesofinforporation.htm
Exhibit 1
STATE
OF SOUTH CAROLINA
SECRETARY
OF STATE
RESTATED
ARTICLES OF INCORPORATION
Pursuant
to Section 33-10-107 of the 1976 South Carolina Code of Laws, as amended, the
corporation hereby submits the following information:
1. The
name of the corporation is South
Carolina Electric & Gas Company
2. If
the name of the corporation has ever been changed, all of its former
names:
a) Broad
River Power Company
Name
Specified in Original Articles of Incorporation
b)
c)
3. The
original articles of incorporation were filed on July 19,
1924
4. The
text of the restated articles of incorporation is as follows:
ARTICLE
I
The name
of the Company is South Carolina Electric & Gas Company.
ARTICLE
II
The
Company shall have perpetual existence and shall have and enjoy all rights and
powers accorded by the laws of South Carolina and be subject to all liabilities
imposed by such laws.
ARTICLE
III
The
street address of the registered office of the Company is 75 Beattie Place,
Greenville, South Carolina, 29601, and the registered agent at such address is
CT Corporation System.
ARTICLE
IV
Without
limiting the nature of the business which the Company may do as provided in the
charters of the Company and Lexington Water Power Company before the
consolidation of Lexington Water Power Company with the Company on July 24,
1943, the general nature of the business which the Company proposes to do is the
manufacture, generation, transmission, distribution, purchase and sale, both at
wholesale and at retail, of electricity and gas, and the sale of electric and
gas appliances.
The
general nature of the business provided in the charter of the Company before its
consolidation with Lexington Water Power Company was:
A.
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To
construct, acquire by purchase, lease, consolidation, merger or otherwise;
to use, operate, maintain, sell, convey, lease or otherwise dispose of,
any works, constructions, plants, systems or parts thereof, and any and
all rights or other property necessary or appropriate to the production,
use, distribution, sale, regulation, control or application of electricity
for any purpose whatsoever; to generate electricity by water, steam or
other power; to produce, buy, acquire, deal in, use, lease, sell, furnish,
transmit and supply electricity in any form and for any purpose
whatsoever.
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B.
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To
purchase, install, deal in, use, sell, lease or otherwise dispose of,
machinery, generators, motors, lamps, poles, wires, apparatus, equipment,
devices, supplies and articles of every kind pertaining to, or in any wise
connected with, the production, use, distribution, regulation, control or
application of electricity or electrical apparatus for light, heat, power,
railway, manufacturing, and any and all other
purposes.
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C.
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To
build, construct, acquire by purchase, lease, consolidation, merger or
otherwise, and operate street railways, motor bus lines and transportation
lines for freight and passengers, whether operated by steam, electricity
or any other motive power whatsoever (except those transportation lines
classed as railroads) and to sell, convey, lease or otherwise dispose of
the same.
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D.
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To
build, construct, acquire, by purchase, lease, consolidation, merger or
otherwise, and to maintain and operate parks, places of amusement and
other usual or useful adjuncts to such properties or business, and to
sell, convey, lease or otherwise dispose of the
same.
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E.
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To
manufacture, purchase, produce, sell, furnish and distribute for light,
heat, power and any other purposes whatsoever, natural or artificial gas
and to construct, equip, acquire by purchase, lease, consolidation, merger
or otherwise and to own, maintain, operate, sell, convey, lease or
otherwise dispose of, all necessary and convenient works, conduits,
plants, apparatus and connections for holding, receiving, purifying,
manufacturing, selling, utilizing and distributing natural and artificial
gas; and to manufacture, purchase, sell or otherwise dispose of chemicals
or other products derived wholly or in part from gas or gas works, or in
the manufacture of gas, and to purchase, install, manufacture, deal in,
use, sell or otherwise handle or dispose of gas fixtures and appliances in
any way used or useful in connection with the utilization or distribution
of natural or artificial gas.
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F.
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To
build, construct, acquire by purchase, lease, consolidation, merger or
otherwise; to own, equip, maintain and operate telephone and telegraph
lines of all kinds and descriptions, and to sell, convey, lease, or
otherwise dispose of all necessary convenient works, plants, apparatus and
connections necessary or desirable in connection therewith; and to
purchase, manufacture, install, use, sell or otherwise deal in any and all
fixtures, appliances or apparatus, useful, necessary or desirable in
connection with the installation or operation of telephone or telegraph
lines or systems.
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G.
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To
build, construct, acquire, by purchase, lease, consolidation, merger or
otherwise; to own, equip, maintain, operate, sell, convey, lease or
otherwise dispose of ice and refrigerating plants and to manufacture,
purchase, sell and deal in ice; handling, selling or dealing in the same
at retail and/or wholesale.
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H.
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To
build, construct, acquire by purchase, lease, consolidation, merger or
otherwise; to own, equip, hold, operate, maintain, sell, convey, lease or
otherwise dispose of water powers, power plants, hydro-electric plants,
reservoirs, dams, canals, ditches, flumes, pipe lines and such other
works, plants, equipment, appliances and appurtenances as may be
necessary, useful or appropriate for impounding, storing, conveying,
distributing and utilizing water for power, irrigation, sanitary,
domestic, manufacturing and otherwise and to use, supply and otherwise
dispose of water for all such uses; and to build, construct, acquire by
purchase, lease, consolidation, merger or otherwise; to own, hold,
operate, maintain, sell, convey, lease or otherwise dispose of hydraulic
and other works, transmission lines, lines for the conveying of electric
current for power, lighting, heating or other purposes and transforming
and distributing stations and
circuits.
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I.
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To
acquire by purchase, lease, consolidation, merger or otherwise; to hold,
use, own, sell, convey, lease or otherwise dispose of rights of way,
easements, privileges, grants, consents and franchises, including
franchises or special grants or privileges or consents from the State of
South Carolina or other States, or from counties, cities and towns situate
in South Carolina or other States, for any of the foregoing businesses or
purposes.
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J.
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To
acquire by purchase, lease, consolidation, merger or otherwise; to hold,
improve, develop, use, let, sell, convey or otherwise dispose of, real
estate and rights and interests in or in respect to real estate or other
property; and to exercise the rights of eminent domain in connection with
any or all of the objects and purposes for which the company is formed in
all respects as such right is now or shall hereafter be authorized by
law.
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K.
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To
purchase, hold, assign, transfer, mortgage, pledge or otherwise dispose of
the shares of the capital stock or any bonds, securities, obligations or
evidences of indebtedness of any other corporation or corporations of this
or any other State, and, while owner of such stock, to exercise all the
rights, powers and privileges of ownership, including the right to vote
thereon, and to issue in exchange for any such shares of capital stock,
bonds, securities, obligations or evidences of indebtedness, its stocks,
bonds, or other obligations.
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L.
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To
guarantee the payment of any bonds, debentures or other securities or
obligations issued by any company in which this company is interested, and
the payment of dividends and interest on any stocks, bonds, debentures or
other securities issued by any such
company.
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M.
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The
Company shall have all the powers now or hereafter conferred by the laws
of South Carolina on corporations formed for similar objects or purposes,
and may carry on any business or operation deemed advantageous, incidental
or necessary to any of the purposes or objects hereinbefore enumerated,
and, in general, may do whatever a natural person might do in the
premises, and may conduct its business in all its branches, not only in
the State of South Carolina but in any State, territory, possession or
dependency of the United States.
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N.
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It
is expressly provided that the foregoing shall be construed both as
objects and powers, and that the enumeration of specific objects, purposes
and powers shall in no wise be held or construed to limit or restrict in
any manner the general or incidental powers of the
Company.
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The
general nature of the business provided in the charter of Lexington Water Power
Company before its consolidation with the Company was: to erect and maintain
power houses for the generation of electric power by steam or water power and to
transmit by wire and sell such electric power, to conduct, transact and carry on
in all its branches the manufacture, dyeing, finishing and sale of goods of
every kind and description made of cotton, wool or other fibrous material,
either or both, of all descriptions whatsoever, and any and all kinds of goods,
wares and merchandise made of leather, iron, wood or other material, and to buy
and sell all material for manufacture and all products of manufacture, and other
goods and merchandise; and to erect, maintain, own, lease and operate, or cause
to be operated planing mills, grist mills, saw mills, and all other kinds of
mill buildings, machine and work shops, stores, dwellings and other business
premises, and to do all such things as are necessary and usually incident to the
proper conduct of all or any portion of its business as above enumerated; to
construct a dam or dams, on its own lands, across the Saluda River, in Lexington
County, at Dreher’s or Rauch’s Shoals, or both, or at other points on their own
land, across said river, at which the said river is not now navigable, for the
purpose of utilizing the water power at these shoals to generate electricity and
for other purposes; and, having first obtained the approval of the County
Commissioners of Lexington or other Counties, Lexington Water Power Company
shall have the right to erect poles along the
public
highways of the County or Counties so approving, and hang wires thereon, for the
purpose of transmitting electric current from its power plant on the Saluda
River to towns and other municipalities and to manufacturing and industrial
enterprises.
ARTICLE
V
A. The
Company is authorized to issue two classes of shares designated, respectively,
as “common shares” and “preferred shares.” The total number of shares that the
Company has authority to issue is 70,000,000, consisting of (i) 20,000,000
preferred shares (“Preferred Shares”) and (ii) 50,000,000 common shares (“Common
Shares”). The relative rights, preferences, and limitations of the shares of
each class, and of each series within a class, are as follows:
1. Common
Shares.
(a) No Par
Value. The Common Shares shall not have a par
value.
(b) Distribution
Rights. Holders of Common Shares shall be entitled to receive
distributions when, as and if declared by the Board of Directors out of funds
legally available therefor, whether in the form of cash, property or securities
of the Company, ratably on a per-share basis. The rights of the holders of
Common Shares to receive distributions are subject to the rights of any
Preferred Shares then outstanding.
(c) Voting
Rights. Except as otherwise provided in these articles of
incorporation with respect to the Preferred Shares or as otherwise required by
applicable law, the holders of Common Shares shall vote as a single class on all
matters to be voted on by the shareholders of the Company, with each Common
Share entitling its holder to one vote on each such matter except as provided by
applicable law.
(d) Liquidation. Subject
to the rights of any Preferred Shares then outstanding, in the event of any
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, the remaining assets and funds of the Company available for
distribution, if any, shall be distributed among the holders of Common Shares in
proportion to the number of Common Shares held by each of them.
2. Preferred
Shares. Subject to any limitations prescribed by applicable
law and the provisions of these articles of incorporation, the Board of
Directors or its designee or designees may determine, in whole or part, the
preferences, limitations and relative rights of one or more series of Preferred
Shares before the issuance of any shares of that series. Each such series must
be given a distinguishing designation. Before issuing any shares of a
series of Preferred Shares, the Company must deliver to the South Carolina
Secretary of State for filing articles of amendment or restated articles of
incorporation providing for such series in accordance with applicable
law.
The Board
of Directors of the Company has designated the following series of Preferred
Shares:
(a) Series A Nonvoting Preferred
Shares.
(i) Number and
Designation. 1,000 of the Preferred Shares shall constitute a
series designated as “Series A Nonvoting Preferred Shares” (the “Series A
Preferred Shares”).
(ii) Rank. The
Series A Preferred Shares shall, with respect to distributions and rights on
liquidation, dissolution and winding-up, rank: (A) on a parity with Common
Shares and each other class and series of shares of the Company, the terms of
which expressly provide that such class or series shall rank on a parity with
the Series A Preferred Shares as to distributions or rights on liquidation,
dissolution and winding-up (collectively referred to as “Parity Securities”);
and (B) junior to each class or series of shares of the Company, the terms of
which expressly provide that such class or series shall rank senior to the
Series A Preferred Shares as to dividend rights and rights on liquidation,
dissolution and winding-up of the Company.
(iii) No Par
Value. The Series A Preferred Shares shall not have a par
value.
(iv) Distribution
Rights. Holders of Series A Preferred Shares shall be entitled
to receive distributions when, as and if declared by the Board of Directors out
of funds legally available therefor, whether in the form of cash, property or
securities of the Company, ratably on a per-share basis. The rights of the
holders of Series A Preferred Shares to receive distributions are subject to the
rights of each other series of Preferred Shares then outstanding.
(v) Voting
Rights. Except as otherwise required by applicable law, Series
A Preferred Shares shall not entitle their holders to any voting rights with
respect to the Company.
(vi) Liquidation. Subject
to the rights of any other series of Preferred Shares then outstanding, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the remaining assets and funds of the Company
available for distribution, if any, shall be distributed among the holders of
Series A Preferred Shares and Parity Securities in proportion to the number of
Series A Preferred Shares and Parity Securities held by each of
them.
B. No Preemptive
Rights. The Company elects not to have preemptive rights
except as otherwise expressly provided in these articles of
incorporation.
C. No Cumulative
Voting. Shareholders of the Company shall not have the right
to cumulate their votes in the election of directors or for any other
purpose.
5.
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Unless
a delayed effective date is specified, these restated articles of
incorporation will be effective upon acceptance for filing by the
Secretary of State (See Section 33-1-230(b) of the 1976 South Carolina
Code of Laws, as amended). Effective upon
filing
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CERTIFICATE
Accompanying the Restated
Articles
of Incorporation
Check
either A or B, whichever is applicable; and if B applies, complete the
additional information requested:
A.
o The attached
restated articles of incorporation do not contain any amendments to the
corporation’s articles of incorporation and have been duly approved by the
corporation’s board of directors as authorized by Section 33-10-107(a) of the
1976 South Carolina Code of Laws, as amended.
B.
x The attached
restated articles of incorporation contain one or more amendments to the
corporation’s articles of incorporation. Pursuant to Section 33-10-107(d)(2)
also, the following information concerning the amendment(s) is hereby
submitted:
1.
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On
December 29, 2009, the corporation adopted the following amendment(s) to
its articles of incorporation:
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(Type or
Attach the Complete Text of Each Amendment)
See Annex
A
2.
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The
manner, if not set forth in the amendment(s), in which any exchange,
reclassification, or cancellation of issued shares provided for in the
amendment(s) shall be effected, is as follows: (if not applicable, insert
“not applicable” or “NA”).
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3. Complete
either a or b, whichever is applicable.
a. x Amendment(s) adopted by
shareholder action.
At the
date of adoption of the amendment(s), the number of outstanding shares of each
voting group entitled to vote separately on the amendment(s), and the vote of
such shares was:
Voting Group
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Number
of
Outstanding
Shares
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Number
of
Votes
Entitled
to be Cast
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Number
of Votes
Represented
at the
Meeting
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Number
of
Undisputed*
Shares
Voted
For or Against
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Common
stock
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40,296,147
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40,296,147
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40,296,147
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40,296,147 0
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Note:
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Pursuant
to Section 33-10-106(6)(ii), the corporation can alternatively state the
total number of undisputed shares cast for the amendment by each voting
group together with a statement that the number cast for the amendment by
each voting group was sufficient for approval by that voting
group.
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b. o The
amendment(s) were duly adopted by the incorporators or board of directors
without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 or
33-10-105 of the 1976 South Carolina Code of Laws, as amended, and
shareholder action was not
required.
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Date December 30,
2009 South Carolina Electric
& Gas Company
Name of
Corporation
/s/Gina
Champion
Signature
Gina
Champion Corporate Secretary
Type or Print Name and Office
ANNEX
A
TO
CERTIFICATE
ACCOMPANYING RESTATED ARTICLES OF INCORPORATION
December
29, 2009
1.
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On
December 29, 2009, the corporation adopted the following amendment(s) to
its articles of incorporation:
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(Type or
Attach the Complete Text of Each Amendment)
Amendment 1:
Article
III is amended to read as follows:
“ARTICLE
III
The
street address of the registered office of the Company is 75 Beattie Place,
Greenville, South Carolina, 29601, and the registered agent at such address is
CT Corporation System.”
Amendment 2:
Article V
is amended to read as follows:
“ARTICLE
V
A. The
Company is authorized to issue two classes of shares designated, respectively,
as “common shares” and “preferred shares.” The total number of shares that the
Company has authority to issue is 70,000,000, consisting of (i) 20,000,000
preferred shares (“Preferred Shares”) and (ii) 50,000,000 common shares (“Common
Shares”). The relative rights, preferences, and limitations of the shares of
each class, and of each series within a class, are as follows:
1. Common
Shares.
(a) No Par
Value. The Common Shares shall not have a par
value.
(b) Distribution
Rights. Holders of Common Shares shall be entitled to receive
distributions when, as and if declared by the Board of Directors out of funds
legally available therefor, whether in the form of cash, property or securities
of the Company, ratably on a per-share basis. The rights of the holders of
Common Shares to receive distributions are subject to the rights of any
Preferred Shares then outstanding.
(c) Voting
Rights. Except as otherwise provided in these articles of
incorporation with respect to the Preferred Shares or as otherwise required by
applicable law, the holders of Common Shares shall vote as a single class on all
matters to be voted on by the shareholders of the Company, with each Common
Share entitling its holder to one vote on each such matter except as provided by
applicable law.
(d) Liquidation. Subject
to the rights of any Preferred Shares then outstanding, in the event of any
liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, the
remaining
assets and funds of
the Company available for distribution, if any, shall be distributed among the
holders
of Common Shares in
proportion to the number of Common Shares held by each of them.
2. Preferred
Shares. Subject to any limitations prescribed by applicable
law and the provisions of these articles of incorporation, the Board of
Directors or its designee or designees may determine, in whole or part, the
preferences, limitations and relative rights of one or more series of Preferred
Shares before the issuance of any shares of that series. Each such series must
be given a distinguishing designation. Before issuing any shares of a
series of Preferred Shares, the Company must deliver to the South Carolina
Secretary of State for filing articles of amendment or restated articles of
incorporation providing for such series in accordance with applicable
law.
The Board
of Directors of the Company has designated the following series of Preferred
Shares:
(a) Series A Nonvoting Preferred
Shares.
(i) Number and
Designation. 1,000 of the Preferred Shares shall constitute a
series designated as “Series A Nonvoting Preferred Shares” (the “Series A
Preferred Shares”).
(ii) Rank. The
Series A Preferred Shares shall, with respect to distributions and rights on
liquidation, dissolution and winding-up, rank: (A) on a parity with Common
Shares and each other class and series of shares of the Company, the terms of
which expressly provide that such class or series shall rank on a parity with
the Series A Preferred Shares as to distributions or rights on liquidation,
dissolution and winding-up (collectively referred to as “Parity Securities”);
and (B) junior to each class or series of shares of the Company, the terms of
which expressly provide that such class or series shall rank senior to the
Series A Preferred Shares as to dividend rights and rights on liquidation,
dissolution and winding-up of the Company.
(iii) No Par
Value. The Series A Preferred Shares shall not have a par
value.
(iv) Distribution
Rights. Holders of Series A Preferred Shares shall be entitled
to receive distributions when, as and if declared by the Board of Directors out
of funds legally available therefor, whether in the form of cash, property or
securities of the Company, ratably on a per-share basis. The rights of the
holders of Series A Preferred Shares to receive distributions are subject to the
rights of each other series of Preferred Shares then outstanding.
(v) Voting
Rights. Except as otherwise required by applicable law, Series
A Preferred Shares
shall not
entitle their holders to any voting rights with respect to the
Company.
(vi) Liquidation. Subject
to the rights of any other series of Preferred Shares then outstanding, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the remaining assets and funds of the Company
available for distribution, if any, shall be distributed among the holders of
Series A Preferred Shares and Parity Securities in proportion to the number of
Series A Preferred Shares and Parity Securities held by each of
them.
B. No Preemptive
Rights. The Company elects not to have preemptive rights
except as otherwise expressly provided in these articles of
incorporation.
C. No Cumulative
Voting. Shareholders of the Company shall not have the right
to cumulate their votes in the election of directors or for any other
purpose.
Amendment 3:
Article
VI is deleted in its entirety.
Amendment
4:
Exhibit A
is deleted in its entirety.