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EXHIBIT A-1
Articles of Incorporation of Michigan Transco
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[THE STATE OF MICHIGAN SEAL LOGO]
LANSING, MICHIGAN
This is to Certify that the Annexed copy has been compared by me with the
record on file in this Department and that the same is a true copy thereof.
In testimony whereof, I have hereunto set my
hand and affixed the Seal of the Department,
in the City of Lansing, this 6th day
of October, 2000
[SIG] , Director
Corporation, Securities and Land Development Bureau
GOLD SEAL APPEARS ONLY ON ORIGINAL
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
FILING ENDORSEMENT
This is to Certify that the ARTICLES OF INCORPORATION -- PROFIT
for
MICHIGAN ELECTRIC TRANSMISSION COMPANY
I.D. NUMBER: 39059A
received by facsimile transmission on July 11, 2000 is hereby endorsed
Filed on July 12, 2000 by the Administrator.
The document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.
In testimony whereof, I have hereunto set my
hand and affixed the Seal of the Department,
in the City of Lansing, this 12th day
of July, 2000.
[SIG] , Director
Corporation, Securities and Land Development Bureau
[SEAL]
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MICHIGAN ELECTRIC TRANSMISSION COMPANY
ARTICLES OF INCORPORATION
These Articles of Incorporation are signed by the Incorporator for the
purpose of forming a profit corporation pursuant to the provisions of Act 284,
Public Acts of 1972, as amended, as follows:
ARTICLE I
The name of the corporation is Michigan Electric Transmission Company
(the "Company").
ARTICLE II
The purpose or purposes for which the Company is formed is to engage
in any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan (the "Act").
ARTICLE III
The total authorized shares: 60,000 Common Shares.
All voting rights of the Company shall be exercised by the holders of
the Common Shares, and each Common Share shall be entitled to one vote. All
Common Shares shall have equal rights in the event of dissolution or final
liquidation.
ARTICLE IV
The address of the registered office is 212 West Michigan Avenue,
Jackson, Michigan 49201. The name of the resident agent at the registered
office is Thomas A. McNish.
ARTICLE V
The name and address of the incorporator is as follows:
Name Business Address
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Thomas A. McNish 212 West Michigan Avenue
Jackson, Michigan 49201
ARTICLE VI
Any action required or permitted by the Act to be taken at an annual
or special meeting of shareholders may be taken without a meeting, without
prior notice, and without a vote, if consents in writing, setting forth the
action so taken, are signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote on the action
were present and voted. The written consents shall bear the date of signature
of each shareholder who signs the consent. No written consents shall be
effective to take the corporate action referred to unless, within 60 days after
the record date for determining shareholders entitled to express consent to or
to dissent from a proposal without a meeting, written consents signed by a
sufficient number of
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shareholders to take the action are delivered to the Company. Delivery shall be
to the Company's registered office, its principal place of business, or an
officer or agent of the Company having custody of the minutes of the proceedings
of its shareholders. Delivery made to the Company's registered office shall be
by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to shareholders who have
not consented in writing.
ARTICLE VII
A director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty as a director except (i)
for a breach of the director's duty of loyalty to the Company or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for a violation of
Section 551(1) of the Michigan Business Corporation Act, and (iv) any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article VII, and no modification to its
provisions by law, shall apply to, or have any effect upon, the liability or
alleged liability of any director of the company for or with respect to any acts
or omissions of such director occurring prior to such amendment, repeal or
modification.
ARTICLE VIII
Each director and each officer of the Company shall be indemnified by
the Company to the fullest extent permitted by law against expenses (including
attorney's fees), judgements, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the defense of
any proceeding in which he or she was or is a party or is threatened to be made
a party by reason of being or having been a director or officer of the Company,
such right of indemnification is not exclusive of any other rights to which such
director or officer may be entitled under any now or hereafter existing statue,
any other provision of these Articles, bylaw, agreement, vote of shareholders or
otherwise. If the Business Corporation Act of the State of Michigan is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the Business
Corporation Act of the State of Michigan, as so amended. Any repeal or
modification of this Article VIII by the shareholders of the Company shall not
adversely affect any right or protection of a director of the Company existing
at the time of such repeal or modification.
I, the incorporator sign my name this 11th day of July 2000.
/s/ Thomas A. McNish
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Thomas A. McNish
Incorporator
