Articles of
Incorporation
CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION
OF
EDISON INTERNATIONAL
The undersigned, THOMAS R. McDANIEL and BARBARA E. MATHEWS, hereby certify
that they are the duly elected and acting Executive Vice President, Chief Financial
Officer and Treasurer, and Vice President, Associate General Counsel, Chief
Governance Officer and Corporate Secretary, respectively, of EDISON INTERNATIONAL, a
California corporation, and that the Articles of Incorporation of said corporation
shall be restated to read as set forth in full as follows:
RESTATED ARTICLES OF INCORPORATION
OF
EDISON INTERNATIONAL
First: Edison International is the name of the corporation.
Second: The purpose of the 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.
Third: This corporation is authorized to issue only two classes of shares,
which shall be designated respectively "Preferred Stock" and "Common Stock." The
total number of shares of Preferred Stock authorized to be issued is fifty million
(50,000,000) shares. The total number of shares of Common Stock authorized to be
issued is eight hundred million (800,000,000) shares.
Fourth: The Preferred Stock may be issued from time to time in one or more
series. To the extent not prohibited by law, the Board of Directors is authorized:
(i) to fix the number of shares of any series of Preferred Stock and to determine
the designation of any such series, (ii) to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock, including but not limited to rights,
preferences, privileges, and restrictions regarding dividends, liquidation,
conversion, redemption and voting (including provisions specifying more than one
vote per share) and, (iii) within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number of
shares constituting any series, to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series.
Fifth: LIMITATION ON LIABILITY OF DIRECTORS AND AUTHORITY TO INDEMNIFY AGENTS
1. The liability of directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
2. The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested directors,
or otherwise, in excess of the indemnification otherwise permitted by Section 317 of
the California Corporations Code, subject only to the applicable limits set forth in
Section 204 of the California Corporations Code."
This Certificate of Restated Articles of Incorporation does not itself alter
or amend the Articles of Incorporation of the corporation in any respect and has
been approved by the Board of Directors.
IN WITNESS WHEREOF, the undersigned have executed this certificate on this 18th day
of December, 2006.
__________________________
THOMAS R. McDANIEL
Executive Vice President,
Chief Financial Officer and Treasurer
of Edison International
__________________________
Barbara E. Mathews
Vice President, Associate General Counsel,
Chief Governance Officer and
Corporate Secretary of
Edison International
DECLARATION
The undersigned THOMAS R. McDANIEL and BARBARA E. MATHEWS, the Executive
Vice President, Chief Financial Officer and Treasurer, and Vice President, Associate
General Counsel, Chief Governance Officer and Corporate Secretary, respectively, of
Edison International, each declares under penalty of perjury under the laws of the
State of California that the matters set forth in the foregoing certificate are true
and correct of his or her own knowledge.
Executed at Rosemead, California on this 18th day of December, 2006.
__________________________
THOMAS R. McDANIEL
Executive Vice President,
Chief Financial Officer and Treasurer
of Edison International
__________________________
Barbara E. Mathews
Vice President, Associate General Counsel,
Chief Governance Officer and
Corporate Secretary of
Edison International
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