Exhibit 3.5
STATE OF NEW HAMPSHIRE
Filing Fee: $35.00 Form No. 14
use black print or type. RSA 293-A:10.06
Leave 1" margins both sides.
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT,
THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO
ITS ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is Pennichuck Corporation.
SECOND: The text of each amendment adopted is:
See Exhibit I, attached hereto and incorporated herein by reference.
THIRD: If the amendment provides for an exchange, reclassification,
or cancellation of issued shares the provisions for implementing the
amendment(s) if not contained in the above amendment are:
NOT APPLICABLE
[if more space is needed, attach additional sheet(s)]
FOURTH: The amendment was adopted on: April 20, 2000
FIFTH: (check one)
A. ________ The amendment(s) were adopted by the incorporators or
board of directors without shareholder action and
shareholder action was not required.
B. ___x____ The amendment(s) were approved by the shareholders.
(Note 1)
<TABLE>
<CAPTION>
Number of votes
Designation Number of indisputably
(class or series) Number of Votes entitled represented at
of voting group Shares outstanding to be cast the meeting
----------------- ------------------ -------------- ---------------
<S> <C> <C> <C>
Common Stock, 1,751,871 1,751,871 1,507,177
$1.00 par value
<CAPTION>
Designation OR Total number of
(class or series) Total number of votes cast: -- undisputed
of voting group_ FOR AGAINST votes cast FOR
----------------- --- ------- ---------------
<S> <C> <C> <C>
Common Stock, 1,399,519 91,440 1,399,591
$1.00 par value
</TABLE>
SIXTH: If shareholder action was required, the number cast for the
amendment(s) by each voting group was sufficient for approval by each
voting group.
Dated: May 3, 2000
Pennichuck Corporation (Note 2)
By: /s/ Maurice L. Arel (Note 3)
-------------------
Signature of its President
Maurice L. Arel
---------------
Print or type name
Notes: 1. All sections under "B." must be completed. If any voting group
is entitled to vote separately, give respective information
for each voting group. (See RSA 293-A:1.40 for definition of
voting group.)
2. Exact corporate name of corporation adopting articles of
amendment.
3. Signature and title of person signing for the corporation.
Must be signed by the chairman of the board of directors,
president or another officer; or see RSA 293-A:1.20(f) for
alternative signatures.
Mail fee and ORIGINAL AND ONE EXACT OR CONFORMED COPY to: Secretary of
State, State House, Room 204, 107 North Main Street, Concord, NH 03301-
4989.
EXHIBIT I
RESOLVED, that the first sentence of Article IV of the Articles of
Incorporation of Pennichuck Corporation be amended in part by striking the
phrase "Five Million (5,000,000) shares of common stock, having par value
of One Dollar ($1.00) per share," and inserting in place thereof the phrase
"Eleven Million Five Hundred Thousand (11,500,000) shares of common stock,
having par value of One Dollar ($1.00) per share," such that such sentence
as amended shall read in full:
"Except as provided in Article VII, the aggregate number of shares of
capital stock which the corporation shall have authority to issue is:
Eleven Million Five Hundred Thousand (11,500,000) shares of common
stock, having par value of One Dollar ($1.00) per share, and Fifteen
Thousand (15,000) shares of preferred stock, having par value of One
Hundred Dollars ($100.00) per share";
