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EXHIBIT 3.01
ARTICLES OF INCORPORATION
OF
NORTHERN POWER CORPORATION
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ARTICLE I
NAME
The name of the corporation is:
Northern Power Corporation
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the corporation is:
414 Nicollet Mall
Minneapolis, Minnesota 55401
ARTICLE III
AUTHORIZED SHARES
The aggregate number of shares that the corporation has authority to
issue is five million (5,000,000) shares, all of which shall be common stock of
the par value of one cent ($.01) per share.
ARTICLE IV
PREEMPTIVE RIGHTS
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Shareholders shall not have preemptive rights to purchase, subscribe
for, or otherwise acquire any new or additional securities (including any
options or warrants to acquire shares) of the corporation before the corporation
may offer them to other persons.
ARTICLE V
CUMULATIVE VOTING
There shall be no cumulative voting for directors.
ARTICLE VI
LIMITATION OF DIRECTORS' LIABILITY
To the full extent permitted by the Minnesota Business Corporation Act,
Chapter 302A of the Minnesota Statutes, as the same exists on the effective date
of these Articles of Incorporation or as it subsequently may be amended, no
director of the corporation shall be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this ARTICLE VI shall be prospective only and
shall not adversely affect any limitation of the personal liability of a
director for, or with respect to, any acts or omissions of such director
occurring prior to the effective date of such repeal or modification.
ARTICLE VII
WRITTEN ACTION BY BOARD
Any action required or permitted to be taken by the Board of Directors
of this corporation may be taken by written action signed by the number of
directors that would be required to take the same action at a meeting of the
Board at which all directors are present,
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except as to those matters which require shareholder approval, in which case the
written action must be signed by all members of the Board of Directors.
ARTICLE VIII
INCORPORATOR
The name and address of the incorporator is:
Amy E. Erskine
2400 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Dated: March 8, 2000
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Amy E. Erskine, the sole incorporator of
Northern Power Corporation
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AMENDMENT OF ARTICLES OF INCORPORATION
OF
NORTHERN POWER CORPORATION
(A MINNESOTA CORPORATION)
The undersigned, the Vice President and Chief Financial Officer of
NORTHERN POWER CORPORATION, a corporation organized under the laws of the State
of Minnesota (the "Company"), for the purposes of amending the Company's
Articles of Incorporation under the provisions of Minnesota Statutes Section
302A.135, hereby states that:
FIRST: The name of the Company is Northern Power Corporation.
SECOND: Article I of the Company's Articles of Incorporation is
hereby amended to read in its entirety as follows:
ARTICLE I
NAME
The name of the corporation is:
Northern States Power Company
THIRD: This amendment has been approved pursuant to Minnesota
Statutes Chapter 302A.
I certify that I am authorized to execute this amendment, and I further
certify that I understand that by signing this amendment, I am subject to the
penalties of perjury as set forth in section 609.48 as if I had signed this
amendment under oath.
NORTHERN POWER CORPORATION
Dated: August 21, 2000 By:
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Its: VICE PRESIDENT & CHIEF FINANCIAL OFFICER
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Name and telephone number of contact person: CATHY CLEVELAND
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(612) 337-2151
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WRITTEN CONSENT
OF THE SOLE SHAREHOLDER OF
NORTHERN POWER CORPORATION
The undersigned, constituting the sole shareholder of Northern Power
Corporation, a Minnesota corporation (the "Company"), hereby consents to the
adoption of the following resolutions in writing, without a meeting, pursuant to
Minnesota Statutes Section 302A.441:
WHEREAS, the undersigned will amend its Articles of Incorporation to
change its name to Xcel Energy Inc., to be effective upon the date the merger of
New Century Energies, Inc. with and into the undersigned becomes effective; and
WHEREAS, the Company desires to change its name to Northern States
Power Company, to be effective immediately after the Merger and the name change
of the undersigned become effective; and
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company to change its name to Northern States Power Company, to
be effective immediately after the Merger and the name change of the undersigned
become effective, and has recommended that the sole shareholder approve this
change.
RESOLVED, by the Board of Directors of Northern Power Corporation, a
Minnesota corporation, that the amendment to the Company's Articles of
Incorporation which changes the name of the Company to Northern States Power
Company is hereby approved, to be effective immediately after the Merger and the
name change of the undersigned become effective.
RESOLVED FURTHER, that the Vice President and Chief Financial Officer
of the Company is hereby authorized to execute the Articles of Amendment
evidencing the foregoing resolution and cause such Articles of Amendment to be
filed with the Minnesota Secretary of State.
IN WITNESS WHEREOF, the undersigned has executed this written consent
action as of the 21st day of August, 2000.
NORTHERN STATES POWER COMPANY
By:
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Edward J. McIntyre
Vice President & Chief Financial Officer
Constituting the sole shareholder of Northern
Power Corporation
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