EXHIBIT 3.1f
THE UNITED ILLUMINATING COMPANY
(A SPECIALLY CHARTERED STOCK CORPORATION)
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTIONS OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is THE UNITED ILLUMINATING COMPANY (the
"Company").
2. The Certificate of Incorporation of the Company is amended only by the
following resolution:
RESOLVED: That the Certificate of Incorporation of the Company be and it
hereby is amended by amending Section 5 of said Certificate of
Incorporation to read as follows:
Section 5. All corporate powers of the Company shall be exercised by or
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under authority of, and the business and affairs of the Company shall be
managed under the direction of, a Board of Directors consisting of not less
than three nor more than fifteen individuals, with the number fixed in, and
increased or decreased from time-to-time by amendment of, the Bylaws of the
Company.
3. The above resolution was recommended to the shareholders of the Company
by the Company's Board of Directors, and was adopted on July 21, 2000 by a dated
and signed unanimous written consent of the shareholders of the Company.
4. Relative to the approval of the amendment by the Company's shareholders:
(A) the designation of the shares of the only shareholder voting group
entitled to vote on the amendment was Common Stock; and
(B) the number of outstanding shares of Common Stock entitled to vote on
approval of the amendment was 100, each share being entitled to one
vote; and
(C) all of the outstanding shares of Common Stock entitled to vote on
approval of the amendment were owned by one person; and
(D) said one person consented in writing to the adoption of the above
resolution by a writing dated and signed by said person on July 21,
2000.
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WE, THE UNDERSIGNED, being the Chairman of the Board of Directors, President and
Chief Executive Officer, and the Corporate Secretary, of The United Illuminating
Company, hereby declare, under penalties of false statement, that the statements
made in the foregoing certificate are true.
Dated at New Haven, Connecticut, this 21st day of July, 2000.
THE UNITED ILLUMINATING COMPANY
/s/ Nathaniel D. Woodson
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Nathaniel D. Woodson
Chairman of the Board of Directors,
President and Chief Executive Officer
/s/ Susan E. Allen
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Susan E. Allen
Corporate Secretary
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