x3-1.htm
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
THE
SOUTHERN COMPANY
THE SOUTHERN
COMPANY, a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (hereinafter called the “Company”),
DOES HEREBY CERTIFY, under its corporate seal as follows:
1. The
Board of Directors of the Company, at a meeting of said Board of Directors duly
called and held on February 15, 2010, duly adopted the following resolutions,
which have not been revoked or modified and are in full force and
effect:
A. Increase
Number of Authorized Shares
“RESOLVED: That
the Board of Directors of the Company
hereby:
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(1) Proposes,
sets forth and declares advisable, and recommends to the stockholders
their approval of, an amendment of the Company’s Certificate of
Incorporation, as heretofore amended, so as to increase the authorized
number of shares of common stock of the par value of $5 from 1,000,000,000
to 1,500,000,000, and for such purpose Article FOURTH of said Certificate
of Incorporation should be amended to read as follows:
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‘FOURTH: The
total number of shares of stock which the corporation shall have authority to
issue is 1,500,000,000 shares, all of which are to be shares of common stock
with a par value of five dollars ($5) each.’
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(2) Directs
that the amendment so proposed be considered at the next annual meeting of
stockholders of the Company which shall be called and held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware, which notice shall set forth a brief summary of the change to be
effected by such amendment; and
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RESOLVED
FURTHER: That the officers of the Company are hereby authorized
to do any and all things necessary or appropriate, and as counsel may
advise, to effect such amendment of the Certificate of
Incorporation.”
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B. Eliminate
Cumulative Voting
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“RESOLVED: That
the Board of Directors of the Company hereby:
(1) Proposes, sets forth and
declares advisable, and recommends to the stockholders their approval of, an
amendment to the Company’s Certificate of Incorporation, as heretofore amended,
so as to delete therefrom subdivision (2) of Article NINTH in its entirety and
to renumber the succeeding subdivisions of said Article NINTH accordingly;
and
(2) Directs that the
amendment so proposed be considered at the next annual meeting of stockholders
of the Company which shall be called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, which
notice shall set forth a brief summary of the change to be effected by such
amendment;
RESOLVED FURTHER: That, at
any time prior to the effectiveness of the filing of such amendment to the
Certificate of Incorporation with the Secretary of State of the State of
Delaware and in the event that the amendment of the Company’s By-Laws to provide
for majority voting in uncontested elections of directors and to eliminate
cumulative voting in uncontested elections of directors is not approved by the
stockholders of the Company, notwithstanding authorization of such amendment to
the Certificate of Incorporation by the stockholders of the Company, the Board
of Directors may abandon such amendment to the Certificate of Incorporation
without further action by the stockholders of the Company; and
RESOLVED
FURTHER: That the officers of the Company are hereby authorized to do
any and all things necessary or appropriate, and as counsel may advise, to
effect such amendment of the Certificate of Incorporation.”
2. Thereafter, pursuant to
the foregoing resolutions, at the next annual meeting of stockholders of the
Company which was duly called and held in accordance with said resolutions and
with Sections 222 and 242 of said General Corporation Law on Wednesday, May 26,
2010 at 10:00 a.m., Eastern time, the proposed amendments were considered, a
vote of the stockholders entitled to vote, by ballot, in person or by proxy, was
taken for and against
the
proposed amendments, and the holders of (i) a majority of the issued and
outstanding shares of common stock of the Company, being the only class of stock
authorized or issued and therefore the only stock entitled to vote on the
amendment to increase the number of authorized shares, voted in favor of said
amendment and (ii) more than two-thirds of the issued and outstanding shares of
common stock of the Company, being the only class of stock authorized or issued
and therefore the only stock entitled to vote on the amendment to eliminate
cumulative voting, voted in favor of said amendment.
3. The capital of the
Company will not be reduced under or by reason of said amendments.
4. The amendments
hereinbefore set forth with respect to Article FOURTH and to Article NINTH of
the Certificate of Incorporation of the Company have been duly adopted in
accordance with the provisions of Section 242 of said General Corporation
Law.
(Signatures
to follow on next page)
IN WITNESS WHEREOF, THE SOUTHERN
COMPANY has caused its corporate seal to be hereunto affixed and this
certificate to be signed and acknowledged by David M. Ratcliffe, its President
and Chief Executive Officer, and to be attested by Melissa K. Caen, its
Assistant Secretary, this 27th day
of May, 2010.
THE SOUTHERN COMPANY
By: /s/ David M.
Ratcliffe
David M. Ratcliffe
President and Chief Executive
Officer
ATTEST:
By:
/s/ Melissa K.
Caen
Melissa K. Caen
Assistant Secretary