wise; and to organize or promote or facilitate the organization of subsidiary companies. To consolidate, merge, or amalgamate with any corporation incorporated under the laws of this State or any other State of the United States, or any Territory or dependency of the United States, or any foreign country. In furtherance and not in limitation of the general powers conferred by the laws of the State of Maine and of the objects and purposes herein before stated, it is hereby expressly provided that this corporation shall also have the following powers, that is to say: To do any or all things herein set forth to the same extent and as fully as natural persons might or could do, and in any part of the world, and as principal, agent, contractor, or otherwise, and either alone or in conjunction with any other persons, firms, associations, or corporations. To borrow money, to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or for any other lawful object; to mortgage or pledge all or any part of its properties, rights, interests, and franchises, including any or all shares of stock, bonds, debentures, notes, scrip, or other obligations or evidences of indebtedness at any time owned by it. To guarantee the payment of dividends upon any capital stock and to indorse or otherwise guarantee the principal or interest, or both, of any bonds, debentures, notes, scrip, or other obligations or evidences of indebtedness, or the performance of any contract or obligations of any other corporation or association, domestic or foreign, or of any firm or individual in which this corporation may have a lawful interest, in so far and to the extent that such guaranty may be permitted by law, and in the course of its business to loan money to any other corporation or association, domestic or foreign, or to any firm or individual. To purchase or otherwise acquire its own shares of stock (so far as may be permitted by law) and its bonds, debentures, notes, scrip, or other securities or evidences of indebtedness, and to cancel or to hold, transfer, or reissue the same. To do all and everything necessary and proper for the accomplishment of the objects herein enumerated or necessary or incidental to the protection and benefit of the corporation, and in general to carry on any lawful business necessary, desirable, or incidental to the attainment of the purposes of the corporation, whether such business is similar in nature to the objects and powers hereinabove set forth or otherwise; but nothing herein contained is to be construed as authorizing this corporation to carry on the business of banking, insurance, savings banks, trust companies, or corporations intended to derive profit from the loan or use of money or of safe deposit companies, including the renting of safes in burglar and fire-proof vaults. Nothing herein shall be deemed to limit or exclude any power, right, or privilege given to this corporation by law or construed to give this corporation any rights, powers, or privileges not permitted by the laws of the State of Maine to corporations organized under the statutes of the State of Maine for the purposes for which this corporation is organized. The following corporate purposes, namely, the construction and operation of railroads, or aiding in the construction thereof, the business of telegraph or telephone companies, or the business of gas or electrical companies, are to be exercised only in States and jurisdictions other than the State of Maine, and such business is to be carried on only in such other States and jurisdictions when and where permissible under the laws thereof, and it is not intended that the corporation shall exercise in any State any powers not permitted to it under the laws of such State. The foregoing clauses shall be construed as objects, purposes and powers and it is hereby expressly provided that the foregoing specific enumeration shall not be held to limit or restrict in any manner the powers of the corporation. The number of shares with a par or face value that may be issued by the corporation is none. The number of shares without a par or face value that may be issued by the corporation is 600,000. The classes into which such shares are divided are preferred stock and common stock, the designations, preferences and voting powers and restrictions and qualifications thereof being and to be as fixed and determined in the by-laws. The amount of capital stock already paid in is nothing. The names and residences of the owners of said shares are as follows: Said corporation is located at Augusta, Me., in the county of Kennebec. The number of directors is five and their names are S. L. Fogg, Frank E Southard, E. M. Leavitt, E. F. Porter, and M. Y. Marston. The name of the clerk is Frank E. Southard and his residence is Augusta, Me. The undersigned, E. M. Leavitt, is president; the undersigned, Frank E. Southard is treasurer; and the undersigned, Frank E. Southard, E. M. Leavitt, and E. F. Porter are a majority of the directors of said corporation. Witness our hands this 2d day of September, A. D. 1924. Then personally appeared Frank E. Southard, E. M. Leavitt, and E. F. Porter, and severally made oath to the foregoing certificate, that the same is true. Before me, SANFORD L. FOGG, I hereby certify that I have examined the foregoing certificate, and the same is properly drawn and signed, and is conformable to the constitution and laws of the State. STATE OF MAINE, Kennebec, ss: PHILIP D. STUBBS, Assistant Attorney General. Registry of Deeds, received September 2, 1924, at 3 h. 47 m. p. m. Recorded in vol. 619, page 145. Attest: A true copy of record. Attest: E. J. CROSBY, Register. E. J. CROSBY, Register. State of Maine, Office of Secretary of State, Augusta, September 2, 1924. Received and filed this day. Attest: Recorded vol. 104, page 14. EDGAR C. SMITH, Deputy Secretary of State. AUGUSTA, ME., October 6, 1924. To the honorable SECRETARY OF STATE OF MAINE: I, Frank E. Southard, clerk of Southeastern Power & Light Co., hereby certify that at a lawful meeting of the stockholders of said company held at its principal office in this city this day, the following resolutions were adopted by vote representing a majority of the stock issued by said company: Whereas it appears that the number of directors of this company is inconvenient for the transaction of its business: Therefore be it Resolved, That the number of directors of Southeastern Power & Light Co. be increased from 5 to 12; and be it further Resolved, That the clerk of said company be, and he hereby is, authorized and directed to file the required certificate of such change in the number of directors with the secretary of state of Maine. FRANK E. SOUTHARD, Clerk. State of Maine, office of secretary of state, Augusta, October 6, 1924. Received and filed this day. Attest: Recorded Vo. 16, page 268. EDGAR C. SMITH, Deputy Secretary of State. AGREEMENT FOR CONSOLIDATION OF SOUTHEASTERN POWER & LIGHT CO. AND SOUTHERN POWER SECURITIES CORPORATION, DATED AUGUST 19, 1925 Agreement dated the 19th day of August, 1925, between Southeastern Power & Light Co., a corporation of the State of Maine (hereinafter called the "Southeastern Co."), party of the first part, and Southern Power Securities Corporation, a corporation also of the State of Maine (hereinafter called the "Securities Co."), party of the second part. Whereas the Southeastern Co. now has an authorized capital stock of 600,000 shares, all without a par or face value, of which 100,000 shares are preferred stock and 500,000 shares are common stock, and intends to increase the same by appropriate action to 3,600,000 shares, all without a par or face value, of which 100,000 shares shall be preferred stock and 3,500,000 shares shall be common stock; and Whereas such preferred stock is entitled in preference to the common stock to dividends at the rate of $7 per share per annum, cumulative from October 1, 1924, and also in distributions of assets other than profits to $100 per share, all as more fully appears in the by-laws of the Southeastern Co.; and Whereas the Southeastern Co. has issued and has now outstanding 19,375 shares of such preferred stock and 340,000 shares of such common stock; and Whereas the Securities Co. has an authorized capital stock consisting of 10,000 shares, all without a par or face value, and all of one class; and Whereas the Securities Co. has issued and has now outstanding all of said 10,000 shares and all thereof are owned by the Southeastern Co. except five shares which are owned by the directors of the Securities Co.; and Whereas said companies are organized for the purpose of carrying on business of a similar nature; and Whereas the respective boards of directors of said two companies deem it to the benefit and advantage of said companies and of their stockholders to consolidate and merge said Securities Co. into and with the Southeastern Co. as thereunto authorized by law: Now, therefore, in consideration of the premises and the mutual agreements, promises, covenants, and provisions herein contained, it is hereby agreed between the parties hereto that the Securities Co. be, and it is hereby, merged and consolidated into and with the Southeastern Co., and the parties hereto by these presents agree to and prescribe the following terms and conditions of such merger and consolidation: ARTICLE I The Southeastern Co. shall, prior to the submission of this agreement to its stockholders as hereinafter provided, take appropriate action to increase its authorized capital stock to 3,600,000 shares, all without a par or face value, of which 100,000 shares shall be preferred stock and 3,500,000 shares shall be common stock. 102777-S. Doc. 92, 70-1, pt 27--24 ARTICLE II The articles of agreement, certificate of organization, and by-laws of the Southeastern Co. as heretofore made, filed, and adopted (amended as in Art. I hereof provided) shall be the articles of agreement, certificate of organization, and by-laws of the merged and consolidated corporation, and the clerk, directors, and officers of the Southeastern Co., as well as its shares now or hereafter issued, shall be the clerk, directors, officers, and shares of the merged and consolidated corporation. The consolidated corporation is hereinafter sometimes referred to as the Southeastern Co. ARTICLE III The holders of the shares of the capital stock of the Securities Co. shall forthwith surrender for cancellation their certificates for such stock of the Securities Co. (duly indorsed in blank) at the agency of the Southeastern Co., 120 Broadway, New York City, and no shares of the consolidated corporation shall be issued on account thereof. The holders of the shares of common stock of the Southeastern Co. shall retain their certificates therefore and said shares shall remain outstanding as shares of the common stock of the consolidated company, and in addition the holders of said shares shall be entitled to four additional shares of the common stock of the consolidated company for each such share. The holders of shares of the preferred stock of the Southeastern Co. shall retain their certificates therefor and such shares shall remain outstanding as shares of the preferred stock of the consolidated company. ARTICLE IV The corporate franchise, entity, and existence of the Securities Co. shall be continued in, consolidated with, and merged into the Southeastern Co., and the Southeastern Co. shall be fully vested therewith, and upon the taking effect of this agreement the corporate existence of the Securities Co. shall cease, except as so continued in, consolidated with, and merged into the Southeastern Co. or as may be requisite for carrying out the purposes of this agreement or as continued by statute. ARTICLE V All and singular the rights, privileges, powers, and franchises of the Securities Co., and all its property, real, personal, and mixed, and all debts due on whatever account shall forthwith be vested in the Southeastern Co. and delivery thereof shall forthwith be made by the Securities Co. to the Southeastern Co., and all property, rights, privileges, powers, and franchises and interests shall henceforth be as effectually the property of the Southeastern Co. as they were of the Securities Co., and the title to any real estate or other property vested in the Securities Co., whether by deed or otherwise, shall not revert or be in any way impaired by reason of such merger and consolidation, provided that all rights of creditors and all liens upon the property of the Securities Co. shall be preserved and unimpaired, and the Securities Co. shall be deemed to continue in existence in order to preserve the same, and all debts, liabilities, and duties of the Securities Co. and of the Southeastern Co. shall thenceforth attach to the Southeastern Co., and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it, it being expressly provided that the merger and consolidation herein provided for shall not in any manner impair the rights of any creditor of either the Securities Co. or the Southeastern Co. If at any time the Southeastern Co. shall deem or be advised that any assignments, assurances in law, or other acts or instruments are necessary or desirable to vest in the Southeastern Co. the title to any property of the Securities Co., the Securities Co. and its proper officers and directors shall and will do all such acts and things as may be necessary or proper to vest title to such property in the Southeastern Co. and otherwise to carry out the purposes of this agreement. ARTICLE VI The consolidated corporation shall pay all expenses of the merger and consolidation, including proper legal expenses. ARTICLE VII The consolidation provided for by this agreement shall be submitted to the stockholders of the Securities Co. and of the Southeastern Co., as provided by law, and if consented to by the holders of a majority of the shares of the capital stock of each of said companies, such consolidation shall take effect and this agreement shall be deemed and taken to be the instrument and act of merger and consolidation of said companies as of the date of such vote. In witness whereof the Securities Co. and the Southeastern Co., pursuant to resolutions passed by the respective boards of each thereof at meetings of such boards of directors duly and regularly held at which quorums were present, have caused the respective corporate seals of said corporations to be hereto affixed and these presents to be signed by the respective presidents or vice presidents and attested by the respective secretaries or assistant secretaries all thereunto duly authorized as of the day and year first above mentioned. On the 20th day of August, in the year 1925, before me personally came W. J. Henderson, to me known, who, being by me duly sworn, did depose and say that he resides in Chambly, Quebec, Canada, that he is vice president of Southeastern Power & Light Co., the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. Then personally appeared the above-named W. J. Henderson, vice president of the Southeastern Power & Light Co., and acknowledged the foregoing instrument to be his free act and deed in his said capacity, and the free act and deed of said corporation. Before me, [SEAL.] JOSEPH A. GRIMMIG, Notary Public. My commission expires March 30, 1927. STATE OF NEW YORK, County of New York, 88: On the 20th day of August, in the year 1925, before me personally came Robert M. Macletchie, to me known, who, being by me duly sworn, did depose and say that he resides in Birmingham, Ala.; that he is president of Southern Power Securities Corporation, the corporation described in and which executed the foregoing instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. [SEAL.] My commission expires March 30, 1927. JOSEPH A. GRIMMIG, Notary Public. |