FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNISOURCE ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0786732
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
220 WEST SIXTH STREET
TUCSON, ARIZONA 85701
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON STOCK, NO PAR VALUE NEW YORK STOCK EXCHANGE, INC.
PACIFIC EXCHANGE INC.
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check the
following box. [ ]
Securities Act registration statement file number to which this
form relates: 33-58173
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The security being registered is the common stock, no
par value (the "Common Stock"), of UniSource Energy Corporation,
an Arizona corporation (the "Company"). The Articles of
Incorporation of the Company authorize the Company to issue
75,000,000 shares of Common Stock.
Dividend Rights. Subject to the limitation, if any,
specified with respect to the preferred stock, or any series
thereof, dividends may be paid on shares of the Common Stock, out
of any funds legally available therefor, when and as declared by
the Company's Board of Directors.
Liquidation Rights. Subject to the limitations, if
any, specified with respect to the preferred stock, or any series
therefor, in the event of any dissolution or other winding up of
the Company, whether voluntary or involuntary, the assets of the
Company available for payment and distribution to shareholders
shall be distributed ratable in accordance with their holders to
the holders of shares of the Common Stock.
Voting Rights. All voting power shall vest exclusively
as the holders of shares of the Common Stock, except as any
statute of the State of Arizona shall expressly provide to the
contrary, and except as and to the extent otherwise specified
with respect to the preferred stock, or any series thereof. Each
holder of the Common Stock shall, in the election of directors
and upon each other matter coming before any meeting of
shareholders, be entitled to one (1) vote for each share of such
stock standing in the name of such holder on the books of the
Company.
Miscellaneous. The Common Stock has no preemptive or
conversion rights or redemption or sinking fund provisions and
the outstanding Common Stock is fully paid and non-assessable.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1. Registration Statement of the Company on Form S-4
(File No. 33-58173) filed March 22, 1995
incorporated herein by reference thereto.
2.(a) Restated Articles of Incorporation of the Company
filed on December 17, 1997.
2.(b) Bylaws of the Company as amended to date.
3. Specimen certificate of Common Stock.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: December 19th, 1997 UNISOURCE ENERGY CORPORATION
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(Registrant)
By: /s/ Ira R. Adler
_____________________________
Ira R. Adler
Senior Vice President and
Chief Financial Officer
AMENDED AND
RESTATED ARTICLES OF INCORPORATION
OF
UNISOURCE ENERGY CORPORATION
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KNOW ALL MEN BY THESE PRESENTS: That the incorporators, having
associated themselves together for the purpose of forming a
corporation under and by virtue of the laws of the State of Arizona
did adopt Articles of Incorporation, which are restated as follows:
FIRST: The name of the Corporation shall be UniSource Energy
Corporation.
SECOND: The address of the Corporation within the State of
Arizona shall be 220 West 6th Street, Tucson, Arizona 85701, but the
known place of business may be established and maintained in or
outside of the State of Arizona at such places as the Board of
Directors may designate.
THIRD: The purposes for which the Corporation is organized shall
be the transaction of any or all lawful business for which
corporations may be incorporated under Chapter 1 of Title 10, Arizona
Revised Statutes.
The character of business, which the Corporation initially
intends actually to conduct in the State of Arizona, is the
acquisition and holding of securities of other corporations.
FOURTH: The total number of shares of Capital Stock of all
classes which the Corporation shall have authority to issue is One
Million Seventy-Five Thousand (1,075,000) shares, divided into:
One Million (1,000,000) shares of Preferred Stock without par
value; and
Seventy-Five Thousand (75,000) shares of Common Stock
without par value.
PREFERRED STOCK
The Board of Directors of the Corporation shall have the
authority to divide the Preferred Stock into series and determine the
designation, preferences, limitations and relative rights of the
shares of each series so established, all to the extent and in the
manner provided by law.
COMMON STOCK
Subject to the limitations, if any, specified with respect to
the Preferred Stock, or any series thereof, dividends may be paid on
shares of the Common Stock, out of any funds legally available
therefor, when and as declared by the Board of Directors.
Subject to the limitations, if any, specified with respect to
the Preferred Stock, or any series thereof, in the event of any
dissolution or other winding up of the Corporation, whether voluntary
or involuntary, the assets of the Corporation available for payment
and distribution to shareholders shall be distributed ratably in
accordance with their holdings to the holders of shares of the Common
Stock.
All voting power shall vest exclusively as the holders of shares
of the Common Stock, except as any statute of the State of Arizona
shall expressly provide to the contrary, and except as and to the
extent otherwise specified with respect to the Preferred Stock, or any
series thereof, and each holder of the Common Stock shall, in the
election of directors and upon each other matter coming before any
meeting of shareholders, be entitled to one vote for each share of
such stock standing in the name of such holder on the books of the
Corporation.
GENERAL PROVISIONS
The Corporation may, subject to such limitations, if any, as may
be specified with respect to the Preferred Stock, or any series
thereof, amend these Articles of Incorporation from time to time, in
as many respects as may be desired and as now or hereafter permitted
by law. The rights conferred upon shareholders in these Articles of
Incorporation are granted subject to the foregoing right to amend.
A statutory merger of the Corporation shall not be deemed to be
a dissolution or other winding up of the Corporation within the
meaning of any provision of these Articles of Incorporation.
In consideration of the issuance by the Corporation of shares of
the Capital Stock of the Corporation, each and every present and
future holder of shares of the Capital Stock of the Corporation shall
be conclusively deemed, by acquiring or holding such shares, to have
expressly consented to all and singular the terms and provisions of
these Articles of Incorporation and to have agreed, among other
things, that the voting rights of such holder shall be as set forth
in, or determined pursuant to, this Article.
FIFTH: The period of duration of the Corporation shall be
perpetual.
SIXTH: (A) The corporate powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs
of the Corporation shall be managed under the direction of, a Board of
Directors consisting of a number of persons, not less than eight nor
more than fifteen, as fixed or changed from time to time by the Board
of Directors. Directors shall receive reasonable compensation for the
services, which they perform. Directors shall be elected annually by
the shareholders at the annual meeting of shareholders and when so
elected shall serve until the next annual meeting of shareholders or
until their successors have been duly elected and qualified.
Any action required or permitted by these Articles of
Incorporation to be taken by the Board of Directors of the Corporation
may be taken by a duly authorized committee of the Board of Directors,
except as otherwise required by law.
(B) No director of the Corporation shall be
personally liable to the Corporation or its shareholders for money
damages for any action taken or any failure to take any action as a
Director; provided, however, that nothing herein shall be deemed to
eliminate or limit any liability which may not be so eliminated or
limited under the laws of the State of Arizona, as in effect at the
effective date of this paragraph (B) of Article SIXTH or as thereafter
amended. No amendment, modification or repeal of this paragraph (B)
shall eliminate or limit the protection afforded by this paragraph (B)
to a director with respect to any act or omission occurring before the
effective date thereof.
(C) (1) The Corporation shall, to the maximum extent
permitted by applicable law, as from time to time in effect, indemnify
any individual who is or was a party to or otherwise involved in (or
threatened to be made a party to or otherwise involved in) any
Proceeding (as hereinafter defined) because such individual is or was
a director or officer of the Corporation, or, while a director or
officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against all
Liability (as hereinafter defined) incurred by such individual in
connection with such Proceeding.
As used in this paragraph (C) of Article SIXTH, (a) the term
"Expenses" includes attorneys' fees and all other costs and expenses
reasonably related to a Proceeding; (b) the term "Liability" means the
obligation to pay a judgment, settlement, penalty or fine (including
any excise tax assessed with respect to an employee benefit plan) and
reasonable Expenses incurred with respect to a Proceeding, and
includes without limitation obligations and Expenses that have not yet
been paid but that have been or may be incurred; and (c) the term
"Proceeding" means any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, including without
limitation any action, suit or proceeding by or in the right of the
Corporation and including, further, any appeal in connection with any
such action, suit or proceeding.
(2) The Corporation shall, to the maximum extent
permitted by applicable law, pay any Expenses incurred by a director
or officer of the Corporation in defending any such Proceeding in
advance of the final disposition thereof upon receipt of any
undertaking by or on behalf of such individual to repay such advances
if it is ultimately determined that such individual did not meet any
standard of conduct prescribed by applicable law and upon the
satisfaction of such other conditions as may be imposed by applicable
law.
(3) The Corporation, by resolution of the Board of
Directors, may extend the benefits of this paragraph (C) of Article
SIXTH to employees and agents of the Corporation (each individual
entitled to benefits under this paragraph (C) being hereinafter
sometimes called an "Indemnified Person").
(4) All rights to indemnification and to the
advancement of expenses granted under or pursuant to this paragraph
(C) shall be deemed to arise out of a contract between the Corporation
and each person who is an Indemnified Person at any time while this
paragraph (C) is in effect and may be evidenced by a separate contract
between the Corporation and each Indemnified Person; and such rights
shall be effective in respect of all Proceedings commenced after the
effective date of this paragraph (C), whether arising from acts or
omissions occurring before or after such date. No amendment,
modification or repeal of this Article shall affect any rights or
obligations theretofore existing.
(5) The Corporation may purchase and maintain
insurance on
behalf of, or insure or cause to be insured, any individual who is an
Indemnified Person against any Liability asserted against or incurred
by him in any capacity in respect of which he is an Indemnified
Person, or arising out of his status in such capacity, whether or not
the Corporation would have the power to indemnify him against such
liability under this Article. The Corporation's indemnity of any
individual who is an Indemnified Person shall be reduced by any
amounts such individual may collect with respect to such liability (a)
under any policy of insurance purchased and maintained on his behalf
by the Corporation or (b) from any other entity or enterprise served
by such individual.
(6) The rights to indemnification and to the
advancement of Expenses and all other benefits provided by, or granted
pursuant to, this Article shall continue as to a person who has ceased
to serve in the capacity in respect of which such person was an
Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such person.
(7) The Board of Directors shall have the power
and authority to make, alter, amend and repeal such procedural rules and
regulations relating to indemnification and the advancement of
Expenses as it, in its discretion, may deem necessary or expedient in
order to carry out the purposes of this Article, such rules and
regulations, if any, to be set forth in the Bylaws of the Corporation
or in a resolution of the Board of Directors.
SEVENTH: The name and address of each incorporator were as follows:
Name Address
Joseph Mirrione 225 West 34th Street
Suite 2110
New York, New York 10122
Oriel Thomas 225 West 34th Street
Suite 2110
New York, New York 10122
EIGHTH: The name and street address of the Corporation's statutory
agent are as follows:
Name Address
Dennis R. Nelson 220 West 6th Street
Tucson, Arizona 85702
IN WITNESS WHEREOF, the undersigned, UniSource Energy
Corporation, an Arizona corporation, has executed the foregoing
Restated Articles of Incorporation of UniSource Energy Corporation by
its President, Charles E. Bayless, and by its Secretary, Dennis R.
Nelson, whose signatures are acknowledged as hereinafter set forth,
and said Corporation by said officers hereby states that the foregoing
Restated Articles of Incorporation set forth all of the operative
provisions of the Articles of Incorporation of UniSource Energy
Corporation as heretofore amended and that the Restated Articles of
Incorporation correctly set for the without change the provisions of
the Articles of Incorporation as heretofore amended and that the
Restated Articles of Incoporation supersede the original Articles of
Incorporation and all amendments thereto, and said officers further
state that said Restated Articles of Incorporation were heretofore
duly adopted by the Board of Directors of the Corporation.
UNISOURCE ENERGY CORPORATION
By: /s/ Charles E. Bayless
______________________
Charles E. Bayless
Its: President
By: /s/ Dennis R. Nelson
____________________
Dennis R. Nelson
Its: Secretary, and Statutory Agent
<PAGE>
STATE OF ARIZONA )
) SS. TUCSON
COUNTY OF PIMA )
Charles E. Bayless and Dennis R. Nelson, President and
Secretary of UniSource Energy Corporation, an Arizona corporation, on
behalf of the corporation, acknowledged the foregoing instrument
before me this 12th day of December 1997.
/s/ Diana K. Durako
___________________
Notary Public
My Commission Expires:
9-25-98
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As Amended
December 11, 1997
BYLAWS OF
UNISOURCE ENERGY CORPORATION
ARTICLE I.
Meetings of Shareholders.
Section 1. Meetings. The Annual Meeting of the Shareholders
shall be held at the known and principal place of business of the
Company in the City of Tucson, State of Arizona, or such other place
as may be designated by the Board of Directors on a day designated by
the Board of Directors, subject to applicable laws, for the election
of directors and the transaction of such other business as may
properly come before the meeting. Special Meetings of the
Shareholders, except as otherwise provided by law, shall be held at
the known and principal place of business of the Company in the City
of Tucson, State of Arizona, or such other place as may be designated
by the Board of Directors and may be called by the Chairman of the
Board, the President, any two directors, or the Executive Committee,
if there be one, and shall be called by the Secretary upon the request
of the owners of 25% of the stock outstanding and entitled to vote at
such meeting.
Section 2. Notice. Written notice of meeting, signed by the
Chairman of the Board, the President or a Vice President, or the
Secretary, or Assistant Secretary, or having the name of the Chairman
of the Board, the President or a Vice President or the Secretary or
Assistant Secretary printed thereon, stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by an officer of the Company at
the direction of the person or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when mailed to the
shareholder at his address as it appears on the stock transfer books
of the Company; provided, however, if any shareholder shall fail to
furnish the Secretary with his correct Post Office address, he shall
not be entitled to such separate notice. No business shall be
transacted at any special meeting except as shall be mentioned in said
notice. In the event of the transfer of his stock by any shareholder
after such service of such notice and prior to the holding of the
meeting, it shall not be necessary to serve notice of the meeting on
the transferee.
Section 3. Quorum. At any meeting of the shareholders, a
majority of the shares entitled to vote at such meeting represented in
person or by proxy shall constitute a quorum at the meeting of
shareholders. Business may be conducted once a quorum is present and
may continue until adjournment of the meeting notwithstanding the
withdrawal or temporary absence of sufficient shares to reduce the
number present to less than a quorum. Unless the vote of a greater
number of shares or voting by class is required by the Articles of
Incorporation or the laws of the State of Arizona, the affirmative
vote of a majority of the shares represented at any meeting and
entitled to vote on the subject matter shall be the act of the
shareholders; provided, however, that if the shares then represented
are less than required to constitute a quorum, the affirmative vote
must be such as would constitute a majority if a quorum were present;
provided, further, the affirmative vote of a majority of the shares
then present is sufficient in all cases to adjourn a meeting.
Section 4. Adjournments. Whenever at any meeting of the
shareholders, notice of which shall have been duly given, a quorum
shall not be present, or whenever for any other reason it may be
deemed desirable, a majority in interest of the shareholders present
in person or by proxy may adjourn the meeting to another time or
place. If the adjournment is for a period of no more than thirty (30)
days, no notice other than by announcement at the meeting at which the
adjournment is taken need be given. If the adjournment is for more
than thirty (30) days or if, after the adjournment, a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at the
meeting. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the original meeting.
Section 5. Organization. The Chairman of the Board or, in
his absence, the President or, in their absence, a Vice President
shall call any meeting of the shareholders to order and shall act as
Presiding Officer of such meeting. The shareholders may appoint any
shareholder or the proxy of any shareholder to act as Presiding
Officer of any meeting of the shareholders in the absence of the
Chairman of the Board, the President and the Vice Presidents. The
Secretary or, in the Secretary's absence, an Assistant Secretary,
shall act as Secretary at all meetings of the shareholders; or in the
absence of the Secretary and Assistant Secretaries at any meeting of
the shareholders, the Presiding Officer may appoint any person to act
as Secretary of such meeting.
Section 6. Inspectors. At each meeting of the shareholders
at which a vote by ballot is taken, unless otherwise determined at
such meeting, the polls shall be opened and closed, the proxies and
ballots shall be received and be taken in charge, and the validity of
proxies and the acceptance or rejection of votes shall be decided by
two inspectors. Such inspectors shall be appointed by the Board of
Directors before the meeting, or if no such appointment shall have
been made then by the Presiding Officer of the meeting. If for any
reason any of the inspectors previously appointed shall fail to attend
or refuse or be unable to serve, inspectors in place of any so failing
to attend or refusing or unable to serve, shall be appointed in like
manner.
Section 7. Voting. Each shareholder shall have such voting
rights as are provided by the Articles of Incorporation and the laws
of the State of Arizona. Shareholders entitled to vote may be
represented and vote by a proxy or proxies appointed by an instrument
in writing; in the event that such instrument in writing shall
designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or if only one shall be present then
that one, shall have and may exercise all of the powers conferred by
such written instrument upon all of the persons so designated, unless
the instrument shall otherwise provide. In all elections for directors
voting shall be by ballot.
ARTICLE II.
Directors.
Section 1. Election and Term. The business and affairs of
the Company shall be managed by a Board of Directors consisting of not
less than eight nor more than fifteen members specified by resolution
of the Board of Directors who need not be shareholders of the Company.
The directors shall be elected annually by the shareholders at the
annual meeting thereof, and each director shall hold office until his
successor shall be elected and qualified or until his earlier
resignation or removal.
Section 2. Chairman of the Board. The Board of Directors
shall elect one of its members as the Chairman of the Board. During
the absence or incapacity of the President, he shall be the acting
President. He shall have such other powers and perform such other
duties as from time to time the Board of Directors may prescribe. If
the Board of Directors shall create an Executive Committee, the
Chairman of the Board shall be a member and the Chairman thereof.
Section 3. Vacancies. Any vacancies occurring in the Board
of Directors by reason of death, resignation or otherwise, may be
filled by the affirmative vote of the remaining directors, though not
less than a quorum, or by the shareholders at any meeting thereof, and
any director so chosen shall hold office until his successor shall be
elected and qualified.
Section 4. Meetings. The meetings of the Board of Directors
shall be held at such place or places within or without the State of
Arizona as the Board of Directors may from time to time designate.
The Chairman of the Board shall preside at all meetings of
the Board of Directors. In the absence of the Chairman of the Board,
the President shall preside or, in their absence, the directors
present may elect a Chairman of the meeting.
The Annual Meeting of the Board of Directors for the
election of officers, the designation of members of committees of the
Board of Directors, and the transaction of such other business as may
properly come before the meeting, shall be, unless otherwise noticed,
the regular meeting in May of each year. Regular meetings of the Board
of Directors shall be held at the Company's known and principal place
of business in Tucson, Arizona, at such date and time as may be
determined by the Board of Directors.
Special meetings of the Board of Directors shall be held
whenever called by the direction of the Chairman of the Board, the
President, any two directors, or the Executive Committee.
Meetings of the Board of Directors, regular or special, may
be held by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting
can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.
Section 5. Notice. No notice shall be required of any annual
or regular meeting of the Board of Directors unless the place, day, or
time thereof shall be other than that last designated by the Board.
Notice of any annual or regular meeting, when required, or of any
special meeting of the Board of Directors shall be given to each
director by letter, telegram, telephone, or personally at least
twenty-four (24) hours before the time fixed for the meeting. Such
notice may be waived by any director. Unless otherwise indicated in
the notice thereof any and all business may be transacted at a special
meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the Board of Directors then
serving shall constitute a quorum for the transaction of business, and
any act receiving the affirmative vote of a majority of the directors
present at any meeting shall be the act of the Board of Directors.
Section 7. Adjournments. Any annual, regular or special
meeting of the Board of Directors may be adjourned from time to time
by the members present whether or not a quorum shall be present, and
no notice shall be required of any adjourned meeting beyond the
announcement of such adjournment at the meeting.
Section 8. Director Emeritus. The Board of Directors may
from time to time elect one or more individuals to serve as a Director
Emeritus whose duty shall be to consult with and advise the Board of
Directors of the Company. The title of a Director Emeritus shall be
honorary only and such title shall carry with it the right to attend
and participate in discussions held during the meetings of the Board
of Directors, to receive notice of such meetings and to receive such
compensation as is from time to time determined appropriate by
resolution passed by a majority vote of the Board of Directors. The
rights and privileges of a Director Emeritus are expressly limited to
those described in the preceding sentence and such title shall not
carry with it the right to vote at Board meetings, the right to
participate on any committees established by the Board of Directors,
or any rights, duties, privileges, liabilities or obligations
otherwise associated with being a member of the Board of Directors.
ARTICLE III.
Committees.
Section 1. Executive Committee. The Board of Directors may
by resolution passed by a majority of the whole Board designate two or
more of their members to constitute an Executive Committee which may
have and exercise, subject to such limitations, if any, as may be
prescribed by resolution of the Board, the powers of the Board of
Directors in the management of the business and affairs of the
Company; provided, such Executive Committee shall only act at such
times as the Board of Directors is not in session and in no case to
the exclusion of the Board of Directors at any time to act as a Board
upon any business of the Company; and further provided that the
Executive Committee shall not have the authority of the Board of
Directors in reference to the following matters: the submission to
shareholders of any action that requires shareholders' authorization
or approval, or the filling of vacancies on the Board of Directors or
in any committee of the Board of Directors, or the amendment or repeal
of the Bylaws, or the adoption of new bylaws, or the fixing of
compensation of directors for serving on the Board or on any committee
of the Board of Directors.
Section 2. Other Committees. The Board of Directors may by
resolution passed by a majority of the whole Board designate two or
more of their members to constitute one or more other committees which
may have and exercise, subject to such limitations, if any, as may be
prescribed by resolution of the Board, the powers of the Board of
Directors in the management of the business and affairs of the
Company; provided that no such committee shall have the authority of
the Board of Directors in reference to the following matters: the
submission to shareholders of any action that requires shareholders'
authorization or approval, or the filling of vacancies on the Board of
Directors or in any committee of the Board of Directors, or the
amendment or repeal of the Bylaws, or the adoption of new bylaws, or
the fixing of compensation of directors for serving on the Board or on
any committee of the Board of Directors.
ARTICLE IV.
Officers.
Section 1. Number, Election and Term. The officers of the
Company shall be a President, one or more Vice Presidents, a Secretary
and a Treasurer, who shall be elected annually by the affirmative vote
of a majority of the whole Board of Directors at the Annual Meeting
thereof, and who shall hold their respective offices until their
successors shall be elected and qualified. One or more of the Vice
Presidents may be designated as Executive Vice President or Senior
Vice President. The President shall be elected from the members of the
Board. The Board of Directors may elect or appoint from time to time
Assistant Secretaries and Assistant Treasurers who shall hold such
offices subject to the pleasure of the Board. The Board of Directors
may also elect or appoint from time to time such other officers or
assistant officers as the interest of the Company may require, and fix
their duties and terms of office. Any person may hold more than one
office but the offices of President and Secretary shall not be held by
the same person at the same time. Any vacancy occurring in any office
may be filled by the Board of Directors. All officers or assistant
officers shall be subject to removal with or without cause at any time
by the affirmative vote of a majority of the whole Board of Directors.
Section 2. President. The President shall be the chief
executive officer of the Company; and subject to the control and
direction of the Chairman of the Board and the Board of Directors, he
shall have general control and management of the business and affairs
of the Company, and shall perform such other duties as may from time
to time be assigned to him by the Board of Directors or which he may
be authorized or required to do by reason of any provisions of law or
the Bylaws of the Company.
Section 3. Vice Presidents. The Vice Presidents shall
perform such duties as the Board of Directors or Executive Committee
shall require, and one or more as designated by the Board shall,
during the extended absence or incapacity of the Chairman of the Board
and the President, assume and perform all functions and duties which
the Chairman of the Board or President might lawfully do if present
and not under any incapacity.
Section 4. Secretary. The Secretary shall keep a record in
the proper books provided for that purpose of meetings and proceedings
of the Board of Directors, Executive Committee and the shareholders
and shall record all votes of the directors, Executive Committee and
shareholders in a book to be kept for that purpose. The Secretary
shall notify the directors and shareholders of their respective
meetings as required by law or the Bylaws of the Company and shall
perform such other duties as may be required by law or the Bylaws of
the Company, or which may be assigned from time to time by the
Chairman of the Board, the Board of Directors or the Executive
Committee.
Section 5. Assistant Secretaries. The Assistant Secretaries,
if and when appointed as aforesaid, shall perform such duties as the
Secretary, the Board of Directors or Executive Committee shall
require, and shall, during the absence or incapacity of the Secretary,
assume and perform all functions and duties which the Secretary might
lawfully do if present and not under any incapacity.
Section 6. Treasurer. The Treasurer shall have charge of the
funds of the Company. He shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company, and
shall deposit all moneys and other valuable effects in the name and to
the credit of the Company in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of the Company as
may be ordered by the Board, and shall render to the President or the
Board whenever he or it may require it, account of all his
transactions as Treasurer and of the financial condition of the
Company. In addition, when authorized and empowered by the Board of
Directors, the Treasurer may execute in the name and on behalf of the
Company any loan agreements, credit agreements and other contracts or
arrangements relating to the borrowing of funds by the Company and any
contracts, purchase agreements, underwriting agreements and other
agreements or arrangements relating to securities to be issued and
sold, guaranteed or funded by the Company, and any and all
indemnification agreements, certificates, financial statements,
letters or other papers and documents (other than instruments
evidencing securities of the Company, unless execution of such
instruments is permitted under other provisions of these Bylaws and
authorized by the Board of Directors) required in connection with any
of the foregoing.
Section 7. Assistant Treasurers. The Assistant Treasurers,
if and when appointed as aforesaid, shall perform such duties as the
Treasurer, Board of Directors or Executive Committee shall require,
and shall, during the absence or incapacity of the Treasurer, assume
and perform all functions and duties which the Treasurer might
lawfully do if present and not under any incapacity.
ARTICLE V.
Contracts.
No contract or other transaction between the Company and one
or more of its directors or any other corporation, firm, association
or entity in which one or more of its directors are directors or
officers or are financially interested, shall be affected because of
such relationship or interest or because such director or directors
are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves, or ratifies such contract or
transaction or because his or their votes are counted for such
purpose, if: the fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes,
approves or ratifies the contract or transaction by a vote or consent
sufficient for the purpose without counting the votes or consents of
such interested directors; or the fact of such relationship or
interest is disclosed or known to the shareholders entitled to vote
and they authorize, approve or ratify such contract or transaction by
vote; or the contract or transaction is fair and reasonable to the
Company at the time the contract or transaction is authorized,
approved or ratified, in the light of circumstances known to those
entitled to vote thereon at that time. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction.
ARTICLE VI.
Negotiable Instruments.
Except as otherwise specially provided by the Board of
Directors, all checks, drafts, bills of exchange, promissory notes and
other negotiable instruments shall be signed by the Treasurer or an
Assistant Treasurer and countersigned by the President or a Vice
President of the Company; but in no case shall any one person sign and
countersign in the capacity of two officers.
ARTICLE VII.
Capital Stock.
Section 1. Certificates of Stock. Certificates for shares of
the capital stock of the Company shall be in such form, not
inconsistent with the Articles of Incorporation, as shall be approved
by the Board of Directors. The certificates shall be signed by the
President or a Vice President and by the Secretary or an Assistant
Secretary and may be sealed with the seal of the Company or a
facsimile thereof. The signatures of such President, Vice President,
Secretary or Assistant Secretary of the Company may be facsimiles,
engraved, lithographed, printed or otherwise imprinted or reproduced
on such certificates. In case any officer of the Company whose
signature, whether facsimile or otherwise, shall have been placed upon
any certificate shall cease to be such officer before any certificate
so signed shall have been actually issued and delivered, such
certificate may nevertheless be issued and delivered by the Company as
though the person who had signed such certificate had not ceased to be
such officer. No certificate shall be issued for any share of capital
stock until such share is fully paid.
Every certificate representing shares issued by the Company
shall set forth or summarize upon the face or back of the certificate,
or shall state that the Company will furnish to any shareholder upon
request and without charge, a full statement of the designations,
preferences, limitations, and relative rights of the shares of each
class authorized to be issued, and the variations in the relative
rights and preferences between the shares of each series so far as the
same have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of
subsequent series. In addition, each certificate representing shares
shall state upon the face thereof: that the Company is organized under
the laws of Arizona; the name of the person to whom issued; the number
and class of shares, and the designation of the series, if any, which
such certificate represents; and the par value of each share
represented by such certificate or a statement that the shares are
without par value.
The Company may issue a new certificate for shares of stock
in the place of any certificate theretofore issued and alleged to have
been lost, stolen or destroyed, but the Board of Directors may require
the owner of such lost, stolen or destroyed certificate, or his legal
representative, to furnish an affidavit as to such loss, theft, or
destruction and to give a bond in such form and substance, and with
such surety or sureties, with fixed or open penalty, as it may direct,
to indemnify the Company, the Transfer Agent or Agents and Registrar
or Registrars against any claim that may be made on account of the
alleged loss, theft or destruction of such certificate. The Board of
Directors may adopt from time to time rules and regulations relating
to lost, stolen or destroyed certificates of the capital stock of the
Company or bonds or other evidences of indebtedness of the Company.
Section 2. Transfers of Stock. All transfers of shares must
be made on the books of the Company and be duly signed by the
shareholder in person or by a duly authorized attorney of such
shareholder, subject to the rules and regulations of the Company
relating to transfers in force at the time. In all cases of transfers,
the certificate or certificates representing the shares to be
transferred, or any part thereof, must be surrendered for cancellation
simultaneously with the making of the transfer. No new certificate
shall be issued until the prior certificate has been canceled.
Section 3. Closing of Transfer Books. The Board of Directors
shall have power to close the transfer books of the Company for a
period not exceeding sixty (60) days preceding the date of any meeting
of shareholders, or adjournment thereof or the payment of any dividend
or other distribution or allotment of any rights or the entitlement of
any shareholder to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other
lawful action; provided, however, that in lieu of closing the transfer
books as aforesaid, the Board of Directors may fix a record date
pursuant to the provisions of Article VIII hereof.
Section 4. Transfer Agents and Registrars. The Company
shall, if and whenever the Board of Directors shall so determine,
maintain one or more transfer offices or agencies, each in charge of a
transfer agent designated by the Board of Directors, where the shares
of the capital stock of the Company shall be directly transferable,
and also one or more registry offices, each in charge of a registrar
designated by the Board of Directors, where such shares of stock shall
be registered, and no certificate for shares of the capital stock of
the Company, in respect of which one or more transfer agents and
registrars shall have been designated, shall be valid unless
countersigned by manual or facsimile signature by one of such transfer
agents and registered by one of such registrars. The same corporation
may at the direction of the Board of Directors, be both transfer agent
and registrar. The Board of Directors may also make such additional
rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of the capital
stock of the Company.
ARTICLE VIII.
Record Date.
In order that the Company may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than
seventy (70) nor less than ten (10) days before the date of such
meeting, nor more than seventy (70) days nor less than ten (10) days
prior to any such other action. Only such shareholders of record on
the record date shall be entitled to such notice of, and to vote at
such meeting, or to receive the payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the
case may be, notwithstanding any transfer of any stock on the books of
the Company after any such record date fixed as aforesaid.
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; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting and
further provided that the adjournment or adjournments do not exceed
thirty (30) days in the aggregate.
ARTICLE IX.
Dividends.
Pursuant to and upon the conditions of the Articles of
Incorporation, dividends upon the capital stock of the Company may be
declared from time to time by the Board of Directors, in its
discretion, provided that no dividend shall be declared and paid if
the Company is or would thereby be rendered insolvent or which would
diminish the amount of its capital stock.
ARTICLE X.
Corporate Seal.
The common corporate seal is, and until otherwise ordered by
the Board of Directors shall be, an impression circular in form upon
paper bearing the words, "UniSource Energy Corporation, Seal."
The seal shall be in the charge of the Secretary, and a
duplicate of the seal may be kept and be used by the Treasurer or by
an Assistant Secretary or Assistant Treasurer.
ARTICLE XI.
Offices.
The known and principal place of business of the Company
within the State of Arizona shall be 220 West Sixth Street, Tucson,
Arizona, but the known place of business may be changed and other
offices may be established and maintained in or outside of the State
of Arizona at such places as the Board of Directors may designate.
ARTICLE XII.
Amendments.
These Bylaws may be altered, amended, or repealed from time
to time by the affirmative vote of a majority of the Board of
Directors at any regular, special or annual meeting.
FRONT OF STOCK CERTIFICATE
Common Stock Common Stock
No par value No par Value
Number Shares
UNS
Incorporated under the laws of the state of Arizona
CUSIP 909205 10 6 see reverse for certain definitions
UniSource Energy Corporation
(In shaded box the following appears)
This certifies that
Is the record holder of
Fully paid and nonassessable shares of the common stock of
(Stamped on the certificate is the following:)
CERTIFICATE OF STOCK (appears over the following text)
Unisource Energy Corporation, transferable on the books of the
Corporation in person, or by duly authorized attorney, upon the
surrender of this Certificate properly endorsed. This
Certificate, and the shares represented hereby, are issued and
shall be subject to all the provisions of the Restated Articles
of Incorporation of the Corporation and of the amendments thereof
to all of which the holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Unisource Energy Corporation SEAL
Dated
Countersigned and Registered
The Bank of New York
Transfer Agent and Registrar
By William J. Skinner Authorized Signature Dennis R. Nelson
Secretary Charles E. Bayless Chairman
REVERSE SIDE OF CERTIFICATE
Unisource Energy Corporation
The Corporation will furnish to any stockholder, upon request and
without charge, a full statement of the designations,
preferences, limitations and relative rights of the shares of
each class of capital stock of the Corporation authorized to be
issued and the variations in the relative rights and preferences
of each class and series of preferred stock of the Corporation so
far as the same have been fixed and determined and of the
authority of the board of directors to fix and determine the
relative rights and preferences of subsequent series as set forth
in the Restated Articles of Incorporation of the Corporation, as
amended. Such request may be made to any transfer agent of the
Corporation's capital stock or to the office of the Secretary of
the Corporation.
Keep this certificate in a safe place. If it is lost, stolen, or
destroyed the corporation will require a bond of indemnity as a
condition to the issuance of replacement certificate.
The following abbreviations, when used un the inscription on the
face of the this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN as joint tenants with rights of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - _______ Custodian
under Uniform Gifts to Minors
Act_________________________
UNIF TRF MIN ACT - _______ Custodian (until age________)
_________under Uniform Transfers
to Minors Act_____________________
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, ______________________ hereby sell, assign
and transfer unto
Please insert social security or other identifying number of
assignee
Then follows a box
Then a line with the following appears under the line
(Please print or typewrite name and address, including zip code,
of assignee)
(Then three lines follow at the end of the third line) Shares
(Followed by under the third line) of capital stock represented
by the within Certificate, and do hereby irrevocably constitute
and appoint
Another line (at the end of the line Attorney (under the line)
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated (line)
x (line)
x (line)
Notice: The signature to the agreement must correspond with the
name(s) as written upon the face of the certificate in every
particular, without alteration in enlargement or any change
whatever.
Signature(s) Guaranteed
By(line)
the signature must be guaranteed by an eligible guarantor
institution (banks,stockbrokers, savings and loan associations
and credit unions with membership in an approved signature
guarantee medallion program, pursuant to S.E.C. rule :1736-18.
(In a box the following appears)
American Bank Note Company Dec 4., 1997 fm
3504 Atlantic Avenue
Suite 12 053580bk
Long Beach, CA 90807
(582) 989-2333
(Fax) (582) 426-7450 Proof (line -initialed) NEW
