EX-3 5 b3b2001.txt EXHIBIT 3(B) BANGOR HYDRO-ELECTRIC COMPANY DOMESTIC Minimum Fee $35 (See Section 1401 sub-Section 15) BUSINESS CORPORATION File No. 19240001 D Pages 2 Fee Paid $35 DCN 2020151400021 CHNG STATE OF MAINE ------FILED--------------- 01/08/2002 ____________________________________ ARTICLES OF AMENDMENT Shareholders Voting as One Class) ___Julie L Flynn____________ Deputy Secretary of State ____________Julie L Flynn__________________ A True Copy When Attested By Signature Bangor Hydro-Electric Company ___________________________________ ________________________ (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Sections 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders on (date) December 19, 2001. ("X" one box only) X at a meeting legally called and held or ___ by unanimous written consent THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding NUMBER NUMBER and Entitled to Vote Voted For Voted Against Common Stock 7,363,424 7,363,424 0 $5 par value Preferred Stock 47,340 35,210 1,614 $100 par value ---------- --------- ----- Total 7,410,764 7,398,634 1,614 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Any) Number of Shares Par Value (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $_____________ The total number of all such shares (of all classes and series) without par value is _____________shares SIXTH: The address of the registered office of the corporation in the State of Maine is 33 State Street Bangor ME 04401 (street, city, state and zip code) DATED 12/31/01 . *By__/s/ Andrew Landry (signature) Andrew Landry, Clerk . MUST BE COMPLETED FOR VOTE (type or print name and capacity) OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. *By_______________________________ (signature) /s/ Andrew Landry ________________________________ _______________________________ (signature of clerk, secretary or asst. secretary) (type or print name and capacity) Exhibit A RESOLVED that the Articles of Incorporation of the Company, as amended to date, be further amended to reduce the minimum number of Directors of the Company from 9 Directors to 3 Directors. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in Section 806, or because the articles so provide. For vote necessary for adoption see Section 805. ___________________________________________________________________________ *This document MUST be signed by (1) the Clerk OR (2) the President or a vice-pres. Together with the Secretary or an ass't. sec., or a 2nd certifying officer OR (3) if no such officers, then a majority of the Directors OR (4) if no such directors, then the Holders of a majority of all outstanding shares OR (5) the Holders of all of the outstanding shares. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 FORM NO. MBCA-9 Rev. 4/16/2001 TEL. (207) 624-7740