Amendment No. 4 to
SEC File No. 70-8369
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
GENERAL PORTFOLIOS CORPORATION ("GPC")
Mellon Bank Center
Tenth and Market Streets
Wilmington, Delaware 19801
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicants)
Don W. Myers, Vice President Douglas E. Davidson, Esq.
and Treasurer Berlack, Israels & Liberman
M.A. Nalewako, Secretary 120 West 45th Street
GPU Service Corporation New York, New York 10036
100 Interpace Parkway
Parsippany, NJ 07054
B.L. Levy, President
K.A. Tomblin, Secretary
Energy Initiatives, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
_________________________________________________________________
(Names and addresses of agents for service)
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GPU, GPC and EI hereby amend their Application on Form U-1,
as heretofore amended, docketed in SEC File No. 70-8369, as
follows:
1. By filing the following Exhibits in Item 6 thereof:
(a) Exhibits:
A-1 Certificate of Incorporation of
Cogen Corp.
A-2 By-Laws of Cogen Corp.
A-3 Certificate for Cogen Corp. capital
stock
B-1(a) Cogen Corp. valuation allocation -
filed under request for
confidential treatment pursuant to
Rule 104, dated April 14, 1994
I Project financial data for each
Project - filed under request for
confidential treatment pursuant to
Rule 104, dated April 14, 1994
(b) Financial Statements:
3. Cogen Corp. consolidated financial
statements as of December 31, 1993
and for year then ended - filed
under request for confidential
treatment pursuant to Rule 104,
dated April 14, 1994
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
GENERAL PORTFOLIOS CORPORATION
By:______________________________
Don W. Myers
Vice President and Treasurer
ENERGY INITIATIVES, INC.
By:______________________________
Bruce L. Levy
President
Date: April 14, 1994
<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
A-1 Certificate of Incorporation of
Cogen Corp.
A-2 By-Laws of Cogen Corp.
A-3 Certificate for Cogen Corp. capital
stock
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EXHIBIT A-1
ARTICLES OF INCORPORATION
OF
NORTH CANADIAN POWER INCORPORATED
I.
The name of this Corporation is NORTH CANADIAN POWER
INCORPORATED.
II.
The purpose of this Corporation is to engage in any lawful
act or activity for which a corporation may be organized under
the General Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code.
III.
The name and address in the State of California of this
Corporation's initial agent for service of process is:
Kenneth R. Bender, Esq.
BROBECK, PHLEGER & HARRISON
444 South Flower Street, Suite 4300
Los Angeles, California 90017
IV.
This Corporation is authorized to issue only one class of
shares of stock, designated "common". The total number of shares
which this Corporation is authorized to issue is 10 000.
V.
The liability of the directors of this Corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law. This Corporation is authorized
to provide indemnification of agents (as defined in Section 317
of the Corporations Code) for breach of duty to this Corporation
and its shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the
indemnification otherwise permitted by Section 317 of the
Corporations Code, subject to the limits on such excess
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indemnification set forth in Section 204 of the Corporations
Code.
IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation as of November 21, 1989.
/s/ Terry K. Quan
Terry K. Quan
Sole Incorporator
I declare that I am the person who executed the foregoing
Articles of Incorporation and said instrument is my act and deed.
Executed as of November 21, 1989, at Los Angeles,
California.
______________________________
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EXHIBIT A-2
BYLAWS
OF
NORTH CANADIAN POWER INCORPORATED
ARTICLE I - OFFICES
Section 1.01 Principal Office. The principal executive
office of NORTH CANADIAN POWER, INCORPORATED (the "Corporation")
shall be at 1100 Towne & Country Drive, Suite 800, in the City of
Orange, County of Orange, State of California.
Section 1.02 Other Offices. The Corporation may also have
offices at such other places as the Board of Directors may from
time to time designate, or as the business of the Corporation may
require.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 2.01 Annual Meetings. The annual meeting of the
shareholders of the Corporation for the election of directors to
succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting shall be
held each year on such date and at such time as shall be fixed by
the Board of Directors, at the principal office of the
Corporation, or at such other place as may be determined by the
Board of Directors. If the annual meeting of the shareholders be
not held as herein prescribed, the election of directors may be
held at any meeting thereafter called pursuant to these Bylaws.
Section 2.02 Special Meetings. Special meetings of the
shareholders, for any purpose whatsoever, unless otherwise
prescribed by statute, may be called at any time by the
President, or by the Board of Directors, or by one or more
shareholders holding not less than ten percent (10%) of the
voting power of the Corporation.
Section 2.03 Place. All meetings of the shareholders
shall be at any place within or without the State of California
designated either by the Board of Directors or by written consent
of each person entitled to vote thereat, signed either before or
after the meeting. In the absence of any such designation,
shareholders meetings shall be held at the principal executive
office of the Corporation.
Section 2.04 Notice. Notice of meetings of the
shareholders of the Corporation shall be given in writing to each
shareholder entitled to vote, either personally or by first-class
mail or telegraphic or other means of written communication,
charges prepaid, addressed to the shareholder at his address
appearing on the books of the Corporation or given by the
shareholder to the Corporation for the purpose of notice. Notice
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of any such meeting of shareholders shall be sent to each
shareholder entitled thereto not less than ten (10) nor more than
sixty (60) days before the date of the meeting. Said notice
shall state the place, date and hour of the meeting and, (1) in
the case of a special meeting, the general nature of the business
to be transacted, and no other business may be transacted, or (2)
in the case of annual meetings, those matters which the Board of
Directors, at the time of the mailing of the notice, intends to
present for action by the shareholders. In the case of any
meeting at which directors are to be elected, the notice shall
also state the names of the nominees intended at the time of the
mailing of the notice to be presented by management for election.
Subject to this Section 2.04 and to Section 601(f) of the
California Corporations Code, any proper matter may be presented
at any meeting for action by the shareholders.
Section 2.05 Adjournment of Meetings. Any shareholders'
meeting may be adjourned from time to time by the vote of the
holders of a majority of the voting shares present at the meeting
either in person or by proxy. Notice of any adjourned meeting
need not be given if the time and place thereof are announced at
the meeting at which the adjournment is taken, unless (i) a
meeting is adjourned for forty-five (45) days or more from the
date of the original meeting or (ii) after the adjournment a new
record date is fixed for the adjourned meeting.
Section 2.06 Quorum. The presence in person or by proxy
of the persons entitled to vote a majority of the shares entitled
to vote at any meeting constitutes a quorum for the transaction
of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority
of the shares required to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may
be adjourned from time to time by the vote of a majority of the
shares, represented either in person or by proxy, but no other
business may be transacted, except as provided above.
Section 2.07 Consent to Shareholder Action. Except as
provided below, any action which may be taken at any meeting of
shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. All
such consents shall be filed with the Secretary of the
Corporation and shall be maintained in the corporate records.
Notwithstanding the foregoing, (1) unless the consents of
all shareholders entitled to vote have been solicited in writing,
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notice of any shareholder approval without a meeting by less than
unanimous written consent shall be given as required under
Section 603(b) of the California Corporations Code, and (2)
subject to Section 305(b) of the California Corporations Code
regarding the filling of vacancies, directors may not be elected
by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors.
Any written consent may be revoked by a writing received by
the Secretary of the Corporation prior to the time that written
consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.
Section 2.08 Waiver of Notice. The transactions of any
meeting of shareholders, however called and noticed, and wherever
held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present either in
person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the
holding of the meeting, or an approval of the minutes thereof.
All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except as
provided in Section 601(e) of the California Corporations Code.
Neither the business to be transacted at nor the purpose of
any regular or special meeting of shareholders need be specified
in any written waiver of notice, consent to the holding of the
meeting or approval of the minutes thereof, except as provided in
Section 601(f) of the California Corporations Code.
Section 2.09 Voting. Every shareholder of record shall be
entitled at any meeting of shareholders to one vote on each
matter submitted to a vote of the shareholders for every share of
stock standing in such shareholder's name on the books of the
corporation and qualified to vote. For all actions by the
shareholders, the affirmative vote of a majority of the number of
issued and outstanding shares of common stock shall be required
unless the vote of a different number or voting by classes is
required hereunder or by the Articles of Incorporation.
The voting at all meetings of shareholders need not be by
ballot, but any qualified shareholder before the voting begins
may demand a stock vote whereupon such stock vote shall be taken
by ballot, each of which shall state the name of the shareholder
voting and the number of shares voted by such shareholder, and if
such ballot be cast by a proxy, it shall also state the name of
such proxy.
Section 2.10 Proxies. At any meeting of the shareholders,
every shareholder having the right to vote shall be entitled to
vote in person, or by one or more agents authorized by a written
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proxy subscribed by such shareholder. No proxy shall be valid
after the expiration of eleven (11) months from the date thereof
unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked by the person executing it
prior to the vote pursuant thereto, except as otherwise provided
in Section 705 of the California Corporation Code. Subject to
Section 705(f) of the California Corporation Code, a proxy which
states that it is irrevocable and is held by a person specified
in Section 705(e) of the California Corporations Code is
irrevocable for the period specified therein.
Section 2.11 Cumulative Voting for Election of Directors.
Provided the candidate's name has been placed in nomination prior
to the voting and at least one shareholder has given notice at
the meeting prior to the voting of the shareholder's intention to
cumulate the shareholder's votes, every shareholder entitled to
vote at any election for directors may cumulate such
shareholder's votes and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the
number of votes to which such shareholder's shares are normally
entitled, or distribute such shareholder's votes on the same
principle among as many candidates as such shareholder thinks
fit. The candidates receiving the highest number of votes of the
shares entitled to be voted for them up to the number of
directors to be elected by such shares are elected.
ARTICLE III - BOARD OF DIRECTORS
Section 3.01 Powers. Subject to any limitations in the
Articles of Incorporation or these Bylaws and to any provision of
the California Corporations Code requiring shareholder
authorization or approval for a particular action, the business
and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board
of Directors. The Board of Directors may delegate the management
of the day-to-day operation of the business of the Corporation to
a management company or other person provided that the business
and affairs of the Corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the
Board of Directors.
Section 3.02 Number, Tenure and Qualifications. The
authorized number of directors of the Board of Directors shall be
four (4) until changed by amendment of the Articles of
Incorporation or amendment of the Bylaws approved by the
shareholders.
Each Director shall hold office until the next annual
meeting of shareholders and until a successor has been elected
and qualified. If any such annual meeting is not held, or the
directors are not elected thereat, the directors may be elected
at any special meeting of shareholders held for that purpose.
Directors need not be shareholders.
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Section 3.03 Regular Meetings. A regular annual meeting
of the Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide for other regular meetings from time to time by
resolution.
Section 3.04 Special Meetings. Special meetings of the
Board of Directors may be called at any time by the President or
any Vice President, or the Secretary or any two (2) directors.
Notice of the time and place of all special meetings of the Board
of Directors shall be delivered personally or by telephone or
telegraph to each director at least forty-eight (48) hours before
the meeting, or sent to each director by first-class mail,
postage prepaid, at least four (4) days before the meeting. Such
notice need not specify the purpose of the meeting. Notice of
any meeting of the Board of Directors need not be given to any
director who signs a waiver of notice or a consent to holding the
meeting or an approval of the minutes thereof, whether before or
after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to such
director. All such waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the
meeting.
Section 3.05 Place of Meetings. Meetings of the Board of
Directors may be held at any place, within or without the State
of California, which has been designated in the notice, or, if
not stated in the notice or there is no notice, the principal
executive office of the Corporation or as designated by
resolution duly adopted by the Board of Directors.
Section 3.06 Participation by Telephone. Members of the
Board of Directors may participate in a meeting through use of
conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one
another.
Section 3.07 Quorum. A quorum at all meetings of the
Board of Directors shall be three (3). Whether or not a quorum
is present, a majority of the directors present may adjourn any
meeting to another time and place. If a meeting is adjourned for
more than twenty-four (24) hours, notice of any adjournment to
another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the
time of adjournment.
Section 3.08 Action at Meeting. Subject to Sections 310
and 317(e) of the California Corporation Code, every act or
decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the
Board of Directors. Directors present at a meeting at which a
quorum is initially present may continue to transact business
notwithstanding the loss of a quorum due to the withdrawal of
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directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.
Section 3.09 Action Without Meeting. Any action required
or permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board shall individually
or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall
have the same force and effect as a unanimous vote of such
directors.
Section 3.10 Declaration of Vacancy; Removal. The Board
of Directors may declare vacant the office of a director who has
been declared of unsound mind by an order of court or who has
been convicted of a felony.
Any or all of the directors may be removed without cause by
a vote of shareholders holding a majority of the outstanding
shares entitled to vote at an election of directors; provided,
however, that unless the entire Board is removed, no director may
be removed when the votes cast against removal, or not consenting
in writing to such removal, would be sufficient to elect such
director if voted cumulatively at an election at which (i) the
same total number of votes were cast (or, if such action is taken
by written consent, all shares entitled to vote were voted) and
(ii) the entire number of directors authorized at the time of the
director's most recent election were then being elected.
In the event that an office of a director is so declared
vacant or in the event that the Board or any one or more
directors is so removed, new directors may be elected at the same
meeting.
Section 3.11 Resignations. Any director may resign
effective upon giving written notice to the President, the
Secretary or the Board of Directors of the Corporation, unless
the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation
becomes effective.
Section 3.12 Vacancies. Except for a vacancy created by
the removal of a director, vacancies in the Board of Directors,
whether caused by resignation, death or otherwise, may be filled
by resolution of the Board of Directors, or if the number of
directors then in office is less than a quorum, (i) by the
unanimous written consent of the directors then in office, (ii)
by the approval of a majority of the directors then in office at
a meeting held pursuant to notice or waivers of notice complying
with Section 307 of the California Corporations Code, or (iii) by
a sole remaining director. Each director so elected shall hold
office until his successor is elected at an annual, regular or
special meeting of the shareholders.
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Vacancies created by the removal of a director may be filled
only by approval of the shareholders. The shareholders may elect
a director at any time to fill any vacancy not filled by the
directors. Any such election by written consent requires the
consent of a majority of the outstanding shares entitled to vote.
Section 3.13 Compensation. No stated salary shall be paid
directors, as such, for their services, but, by resolution of the
Board of Directors, a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained
shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
Section 3.14 Committees. The Board of Directors may, by
resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of
two (2) or more directors, to serve at the pleasure of the Board
of Directors. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace
any absent member at any meeting of the committee. The
appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of
directors. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have all the
authority of the Board of Directors, except with respect to (a)
the approval of any action requiring shareholders' approval or
approval of the outstanding shares, (b) the filling of vacancies
on the Board or on any committee, (c) the fixing of compensation
of directors for serving on the Board or on any committee, (d)
the adoption, amendment or repeal of Bylaws, (e) the amendment or
repeal of any resolution of the Board which by its express terms
is not so amendable or repealable, (f) a distribution to
shareholders, except at a rate or in a periodic amount or within
a price range determined by the Board, and (g) the appointment of
other committees of the Board or the members thereof.
ARTICLE IV - OFFICERS
Section 4.01 Number and Term. The officers of the
Corporation shall be a Chairman of the Board and Chief Executive
Officer, a President and Chief Operating Officer, one or more
Vice Presidents, a Secretary and a Chief Financial Officer, all
of whom shall be chosen by the Board of Directors. In addition,
the Board of Directors may appoint such other officers as may be
deemed expedient for the proper conduct of the business of the
Corporation, each of whom shall have such authority and perform
such duties as the Board of Directors may from time to time
determine.
The officers to be appointed by the Board of Directors shall
be chosen annually at the regular meeting of the Board of
Directors held after the annual meeting of shareholders and shall
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serve at the pleasure of the Board of Directors. If officers are
not chosen at such meeting of the Board of Directors, they shall
be chosen as soon thereafter as shall be convenient. Each
officer shall hold office until his successor has been duly
chosen or until his removal or resignation.
Section 4.02 Inability to Act. In the case of the
extended absence or inability to act of any officer of the
Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer, or any
director or other person whom it may select.
Section 4.03 Removal and Resignation. Subject to any
rights of an officer under any contract of employment, any
officer chosen by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of a
majority of all the members of the Board of Directors.
Subject to the rights of the Corporation under any contract
to which the officer is a party, any officer chosen by the Board
of Directors may resign at any time effective upon receipt of
written notice of said resignation by the President, the
Secretary or the Board of Directors, unless a different time is
specified therein.
Section 4.04 Vacancies. A vacancy occurring in any office
for any reason may be filled by resolution of the Board of
Directors for the unexpired portion of the term.
Section 4.05 Chairman of the Board. The Chairman of the
Board of Directors shall be the chief executive officer of the
Corporation and shall preside at all meetings of the Board of
Directors.
Section 4.06 President. The President shall be the
general manager and chief operating officer of the Corporation,
subject to the control of the Board of Directors, and as such
shall preside at all meetings of shareholders, shall have general
supervision of the affairs of the Corporation, shall make reports
to the Board of Directors and shareholders, and shall perform all
such other duties as are incident to such office or are properly
required by the Board of Directors.
Section 4.07 Vice President. In the extended absence of
the President, or in the event of such officer's death,
disability or refusal to act, the Vice President, or in the event
there be more than one Vice President, the Vice Presidents in the
order designated at the time of their selection, or in the
absence of any such designation, then in the order of their
selection, shall perform the duties of President, and when so
acting, shah have all the powers and be subject to all
restrictions upon the President. Each Vice President shall have
such powers and discharge such duties as may be assigned from
time to time by the President or by the Board of Directors.
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Section 4.08 Secretary. The Secretary shall see that
notices for all meetings are given in accordance with the
provisions of these Bylaws and as required by law, shall keep
minutes of all meetings, shall have charge of the seal and the
corporate books, and shall make such reports and perform such
other duties as are incident to such office, or as are properly
required by the President or by the Board of Directors.
The Assistant Secretary or the Assistant Secretaries, if
any, in the order of their seniority, shall, in the absence or
disability of the Secretary, or in the event of such officer's
refusal to act, perform the duties and exercise the powers of the
Secretary, and shall have such powers and discharge such duties
as may be assigned from time to time by the President or by the
Board of Directors.
Section 4.09 Chief Financial Officer. The Chief Financial
Officer may also be referred to by the alternate title of
"Treasurer." The Chief Financial Officer shall have custody of
all moneys and securities of the Corporation and shall keep
regular books of account. Such officer shall disburse the funds
of the Corporation in payment of the just demands against the
Corporation, or as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render
to the Board of Directors from time to time as may be required of
such officer, an account of all transactions as Chief Financial
Officer and of the financial condition of the Corporation. Such
officer shall perform all duties incident to such office or which
are properly required by the President or by the Board of
Directors.
The Assistant Treasurer or the Assistant Treasurers, if any,
in the order of their seniority, shall, in the absence or
disability of the Chief Financial Officer, or in the event of
such officer's refusal to act, perform the duties and exercise
the powers of the Chief Financial Officer, and shall have such
powers and discharge such duties as may be assigned from time to
time by the President or by the Board of Directors.
Section 4.10 Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary by reason
of the fact that such officer is also a director of the
Corporation.
ARTICLE V - MISCELLANEOUS
Section 5.01 Record Date and Closing of Stock Books. The
Board of Directors may fix, in advance, a record date to
determine the shareholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other
distribution or any allotment of any rights, or entitled to
exercise any rights in respect of any other lawful action. The
record date so fixed shall not be more than sixty (60) nor less
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than ten (10) days prior to the date of such meeting, nor more
than sixty (60) days prior to any other action.
If no record date is fixed:
(i) The record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at
the close of business on the business day next preceding the day
on which notice is given or, if notice is waived, at the close of
business on the business day next preceding the day on which the
meeting is held;
(ii) The record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors has been taken,
shall be the day on which the first written consent is given; and
(iii) The record date for determining shareholders for any
other purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating
thereto, or the sixtieth (6Oth) day prior to the date of such
other action, whichever is later.
When a record date is so fixed, then, subject to the
provisions of the General Corporation Laws of the state of
California, only shareholders of record at the close of business
on that date are entitled to notice of and to vote or to receive
the dividend, distribution, or allotment of rights, or to
exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after the
record date.
A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a
new record date for the adjourned meeting, but the Board of
Directors shall fix a new record date if the meeting is adjourned
for more than forty-five (45) days from the date set at the
original meeting.
The Board of Directors may close the books of the
Corporation against transfers of shares during the whole or any
part of a period of not more than sixty (60) days prior to the
date of a shareholders' meeting, the date when the right to any
dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.
Section 5.02 Certificates. Certificates of stock shall be
issued in numerical order and each shareholder shall be entitled'
to have a certificate signed in the name of the Corporation by
the President or a Vice President, and by the Chief Financial
Officer or an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares and the class or
series of shares owned by such shareholder. Any or all of the
signatures on the certificate may be facsimile. Prior to the due
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presentment for registration of transfer in the stock transfer
book of the Corporation, the registered owner shall be treated as
the person exclusively entitled to vote, to receive notifications
and otherwise to exercise all the rights and powers of an owner,
except as expressly provided otherwise by the laws of the State
of California.
Section 5.03 Representation of Shares in Other
Corporations. Shares of other corporations standing in the name
of this Corporation may be voted or represented and all incidents
thereto may be exercised on behalf of the Corporation by the
President or any Vice President and the Chief Financial Officer
or an Assistant Treasurer or the Secretary or an Assistant
Secretary.
Section 5.04 Fiscal Year. The fiscal year of the
Corporation shall end on the 31st day of December.
Section 5.05 Annual Reports. The Annual Report to
shareholders, described in the California Corporations Code, is
expressly waived and dispensed with.
Section 5.06 Amendments. These Bylaws may be adopted,
amended, or repealed by the vote or the written consent of
shareholders entitled to exercise a majority of the voting power
of the Corporation. Subject to the right of shareholders to
adopt, amend, or repeal these Bylaws, these Bylaws may be
adopted, amended, or repealed by the Board of Directors, except
that an amendment to these Bylaws changing the authorized number
of directors may be adopted by the Board of Directors only as
permitted under Section 212 of the California Corporations Code.
Section 5.07 Liability of Directors. The liability of the
directors of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted under California law.
Section 5.08 Indemnification of Corporate Agents. The
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any proceeding by reason of
the fact that such person is or was an agent of the Corporation,
against expenses, judgments, fines, settlements and other
amounts, actually and reasonably incurred in connection with such
proceedings, to the fullest extent permissible by the provisions
of Section 317 of the California Corporations Code, and the
Corporation shall advance the expenses reasonably expected to be
incurred by such agent in defending any such proceeding upon
receipt of the undertaking required by subdivision (f) of such
Section 317. The terms "agent", "proceeding" and "expenses" as
used in this Section 5.08 shall have the same meaning as such
terms in such Section 317.
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EXHIBIT A-3
Incorporated under the Laws of the State of California
Number 1 1 000 Shares
NORTH CANADIAN POWER INCORPORATED
Common Stock 10 000 Shares
THIS CERTIFIES THAT North Canadian Resources, Inc. is the
record holder of One Thousand Common Shares of the Capital Stock
of NORTH CANADIAN POWER INCORPORATED transferable on the share
register of said Corporation in Person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed or
assigned.
WITNESS the Seal of the Corporation and the signatures of
its duly authorized officers.
Dated: December 27, 1989
Michael J. Stone, Secretary Jay R. Roland, President
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FOR VALUE RECEIVED, hereby sell, assign and
transfer unto
Shares of
the Capital Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint Attorney
to transfer the said Stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated: , 19
In presence of:
D. K. Bruce Fenwick
President
North Canadian Resources, Inc.
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Assignment Separate From Certificate
FOR VALUE RECEIVED, North Canadian Resources, Inc. hereby
sell, assign and transfer unto One Thousand
(1 000) Shares of the Common Capital Stock of the North Canadian
Power Incorporated standing in its name on the books of said
North Canadian Power Incorporated represented by Certificate No.
herewith and do hereby irrevocably constitute and
appoint
attorney to transfer the said stock on the books of the
within named Company with full power of substitution in the
premises.
Dated: March 31, 1994
NORTH CANADIAN RESOURCES, INC.
IN PRESENCE OF
Signature guaranteed
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