SEC Info - Exelon Corp, et al. - ‘10-Q’ for 9/30/19

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Exelon Corp, et al. – ‘10-Q’ for 9/30/19 – ‘EX-3.1’

On: Thursday, 10/31/19, at 12:34pm ET · For: 9/30/19 · Accession #: 1109357-19-112 · File #s: 0-16844, 1-01072, 1-01405, 1-01839, 1-01910, 1-03559, 1-16169, 1-31403, 333-85496

  As Of               Filer                 Filing    For·On·As Docs:Size

10/31/19  Exelon Corp                       10-Q        9/30/19  161:61M
          Peco Energy Co
          Potomac Electric Power Co
          Delmarva Power & Light Co/DE
          Commonwealth Edison Co
          Baltimore Gas & Electric Co
          Atlantic City Electric Co
          Pepco Holdings LLC
          Exelon Generation Co LLC

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   9.82M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     73K 
 3: EX-10.1     Material Contract                                   HTML     75K 
 4: EX-10.2     Material Contract                                   HTML     62K 
 5: EX-10.3     Material Contract                                   HTML     75K 
 6: EX-10.4     Material Contract                                   HTML     78K 
 7: EX-10.5     Material Contract                                   HTML     81K 
 8: EX-31.1     Certification Filed by Christopher M. Crane for     HTML     53K 
                Exelon Corporation                                               
17: EX-31.10    Certification Filed by David M. Vahos for           HTML     53K 
                Baltimore Gas and Electric Company                               
18: EX-31.11    Certification Filed by David M. Velazquez for       HTML     53K 
                Pepco Holdings LLC                                               
19: EX-31.12    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Pepco Holdings LLC                                               
20: EX-31.13    Certification Filed by David M. Velazquez for       HTML     53K 
                Potomac Electric Power Company                                   
21: EX-31.14    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Potomac Electric Power Company                                   
22: EX-31.15    Certification Filed by David M. Velazquez for       HTML     53K 
                Delmarva Power & Light Company                                   
23: EX-31.16    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Delmarva Power & Light Company                                   
24: EX-31.17    Certification Filed by David M. Velazquez for       HTML     53K 
                Atlantic City Electric Company                                   
25: EX-31.18    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Atlantic City Electric Company                                   
 9: EX-31.2     Certification Filed by Joseph Nigro for Exelon      HTML     53K 
                Corporation                                                      
10: EX-31.3     Certification Filed by Kenneth W. Cornew for        HTML     53K 
                Exelon Generation Company, LLC                                   
11: EX-31.4     Certification Filed by Bryan P. Wright for Exelon   HTML     53K 
                Generation Company, LLC                                          
12: EX-31.5     Certification Filed by Joseph Dominguez for         HTML     53K 
                Commonwealth Edison Company                                      
13: EX-31.6     Certification Filed by Jeanne M. Jones for          HTML     53K 
                Commonwealth Edison Company                                      
14: EX-31.7     Certification Filed by Michael A. Innocenzo for     HTML     53K 
                Peco Energy Company                                              
15: EX-31.8     Certification Filed by Robert J. Stefani for Peco   HTML     53K 
                Energy Company                                                   
16: EX-31.9     Certification Filed by Calvin G. Butler, Jr. for    HTML     53K 
                Baltimore Gas and Electric Co                                    
26: EX-32.1     Certification Filed by Christopher M. Crane for     HTML     48K 
                Exelon Corporation                                               
35: EX-32.10    Certification Filed by David M. Vahos for           HTML     48K 
                Baltimore Gas and Electric Company                               
36: EX-32.11    Certification Filed by David M. Velazquez for       HTML     48K 
                Pepco Holdings LLC                                               
37: EX-32.12    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Pepco Holdings LLC                                               
38: EX-32.13    Certification Filed by David M. Velazquez for       HTML     48K 
                Potomac Electric Power Company                                   
39: EX-32.14    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Potomac Electric Power Company                                   
40: EX-32.15    Certification Filed by David M. Velazquez for       HTML     48K 
                Delmarva Power & Light Company                                   
41: EX-32.16    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Delmarva Power & Light Company                                   
42: EX-32.17    Certification Filed by David M. Velazquez for       HTML     48K 
                Atlantic City Electric Company                                   
43: EX-32.18    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Atlantic City Electric Company                                   
27: EX-32.2     Certification Filed by Joseph Nigro for Exelon      HTML     48K 
                Corporation                                                      
28: EX-32.3     Certification Filed by Kenneth W. Cornew for        HTML     48K 
                Exelon Generation Company, LLC                                   
29: EX-32.4     Certification Filed by Bryan P. Wright for Exelon   HTML     48K 
                Generation Company, LLC                                          
30: EX-32.5     Certification Filed by Joseph Dominguez for         HTML     48K 
                Commonwealth Edison Company                                      
31: EX-32.6     Certification Filed by Jeanne M. Jones for          HTML     48K 
                Commonwealth Edison Company                                      
32: EX-32.7     Certification Filed by Michael A. Innocenzo for     HTML     48K 
                Peco Energy Company                                              
33: EX-32.8     Certification Filed by Robert J. Stefani for Peco   HTML     48K 
                Energy Company                                                   
34: EX-32.9     Certification Filed by Calvin G. Butler, Jr. for    HTML     48K 
                Baltimore Gas and Electric Co                                    
121: R1          Cover Page                                          HTML    149K  
52: R2          Consolidated Statements of Operations and           HTML    323K 
                Comprehensive Income (Unaudited)                                 
94: R3          Consolidated Statements of Cash Flows (Unaudited)   HTML    272K 
133: R4          Consolidated Balance Sheets (Unaudited)             HTML    466K  
120: R5          Consolidated Balance Sheets (Unaudited)             HTML     81K  
                (Parenthetical)                                                  
51: R6          Consolidated Statements of Changes in Shareholders  HTML    325K 
                Equity (Unaudited)                                               
93: R7          Consolidated Statements of Changes in Shareholders  HTML     50K 
                Equity (Unaudited) (Parenthetical)                               
134: R8          Significant Accounting Policies                     HTML     92K  
119: R9          Variable Interest Entities (Exelon, Generation,     HTML    261K  
                PHI and ACE)                                                     
88: R10         Mergers, Acquisitions and Dispositions (Exelon and  HTML     57K 
                Generation)                                                      
74: R11         Revenue from Contracts with Customers (All          HTML     93K 
                Registrants)                                                     
111: R12         Leases (All Registrants)                            HTML    481K  
153: R13         Regulatory Matters (All Registrants)                HTML    179K  
89: R14         Asset Impairments (Exelon and Generation)           HTML     55K 
75: R15         Early Plant Retirements (Exelon and Generation)     HTML     92K 
112: R16         Fair Value of Financial Assets and Liabilities      HTML   1.52M  
                (All Registrants)                                                
155: R17         Derivative Financial Instruments (All Registrants)  HTML    250K  
90: R18         Debt and Credit Agreements (All Registrants)        HTML    116K 
73: R19         Income Taxes (All Registrants)                      HTML    297K 
123: R20         Nuclear Decommissioning (Exelon and Generation)     HTML     69K  
135: R21         Retirement Benefits (All Registrants)               HTML    173K  
91: R22         Changes in Accumulated Other Comprehensive Income   HTML    173K 
                (Exelon)                                                         
49: R23         Commitments and Contingencies (All Registrants)     HTML    365K 
124: R24         Supplemental Financial Information (All             HTML    877K  
                Registrants)                                                     
136: R25         Segment Information (All Registrants)               HTML   1.47M  
92: R26         Significant Accounting Policies (Policies)          HTML     77K 
50: R27         Variable Interest Entities (Tables)                 HTML    237K 
122: R28         Revenue from Contracts with Customers (Tables)      HTML     89K  
138: R29         Leases (Tables)                                     HTML    428K  
161: R30         Regulatory Matters (Tables)                         HTML    140K  
114: R31         Early Plant Retirements (Tables)                    HTML     83K  
72: R32         Fair Value of Financial Assets and Liabilities      HTML   1.53M 
                (Tables)                                                         
85: R33         Derivative Financial Instruments (Tables)           HTML    222K 
160: R34         Debt and Credit Agreements (Tables)                 HTML    112K  
113: R35         Income Taxes (Tables)                               HTML    301K  
71: R36         Nuclear Decommissioning (Tables)                    HTML     57K 
84: R37         Retirement Benefits (Tables)                        HTML    174K 
156: R38         Changes in Accumulated Other Comprehensive Income   HTML    174K  
                (Tables)                                                         
115: R39         Commitments and Contingencies (Tables)              HTML    334K  
141: R40         Supplemental Financial Information (Tables)         HTML    883K  
126: R41         Segment Information (Tables)                        HTML   1.47M  
60: R42         Variable Interest Entities - Narrative (Details)    HTML     67K 
102: R43         Variable Interest Entities - Assets and             HTML    238K  
                Liabilities of VIES which Creditors or                           
                Beneficiaries have no Recourse (Details)                         
140: R44         Variable Interest Entities - Summary of             HTML     81K  
                Significant Unconsolidated VIEs (Details)                        
125: R45         Mergers, Acquisitions and Dispositions -            HTML     55K  
                Acquisitions Narrative (Details)                                 
59: R46         Mergers, Acquisitions and Dispositions -            HTML     86K 
                Dispositions Narrative (Details)                                 
101: R47         Revenue from Contracts with Customers - Change in   HTML     68K  
                Contract with Customer, Asset and Liability                      
                (Details)                                                        
139: R48         Revenue from Contracts with Customers -             HTML     70K  
                Performance Obligations (Details)                                
127: R49         Leases Lessee - Narrative (Details)                 HTML    110K  
105: R50         Leases Lessee - Components of Lease Cost (Details)  HTML     96K  
146: R51         Leases Lessee - Supplemental Balance Sheet          HTML    119K  
                Information Related to Lessee Right-of-Use Assets                
                and Lease Liabilities (Details)                                  
82: R52         Leases Lessee - Future Minimum Operating Lease      HTML    101K 
                Maturity Payments (Details)                                      
67: R53         Leases Lessee - 2018 Schedule of Minimum Future     HTML    107K 
                Operating Lease Payments (Details)                               
106: R54         Leases Lessee - Supplemental Cash Flow Information  HTML     71K  
                Related to Leases (Details)                                      
147: R55         Leases Lessor - Narrative (Details)                 HTML     95K  
83: R56         Leases Lessor - Components of Operating Lease       HTML     71K 
                Income (Details)                                                 
68: R57         Leases Lessor - Future Minimum Operating Lease      HTML     93K 
                Maturity Payments (Details)                                      
103: R58         Regulatory Matters - Narrative (Details)            HTML    199K  
148: R59         Regulatory Matters Schedule of Completed Rate       HTML     99K  
                Cases (Details) (Details)                                        
95: R60         Regulatory Matters Schedule of Pending Rate Cases   HTML    103K 
                (Details) (Details)                                              
55: R61         Regulatory Matters - Annual Electric Transmission   HTML     84K 
                Fillings (Details)                                               
128: R62         Regulatory Matters Energy Efficiency Formula Rate   HTML     67K  
                (Details)                                                        
142: R63         Regulatory Matters - Capitalized Ratemaking Amount  HTML     65K  
                Not Recognized (Details)                                         
98: R64         Asset Impairments - Narrative (Details)             HTML     87K 
58: R65         Early Plant Retirements - Narrative (Details)       HTML     52K 
131: R66         Early Plant Retirements - Pretax Expense (Details)  HTML     66K  
145: R67         Early Plant Retirements - Implications of           HTML     68K  
                Potential Early Plant Retirement on Balance Sheet                
                (Details)                                                        
99: R68         Fair Value of Financial Assets and Liabilities -    HTML     67K 
                Narrative (Details)                                              
53: R69         Fair Value of Financial Assets and Liabilities -    HTML    136K 
                Fair Value of Financial Liabilities Recorded at                  
                Amortized Cost (Details)                                         
64: R70         Fair Value of Financial Assets and Liabilities -    HTML    714K 
                Fair Value Measurements of Assets and Liabilities,               
                Recurring and Nonrecurring (Details)                             
81: R71         Fair Value of Financial Assets and Liabilities -    HTML    156K 
                Fair Value Assets Liabilities Measured On                        
                Recurring Basis Unobservable Input Reconciliation                
                (Details)                                                        
152: R72         Fair Value of Financial Assets and Liabilities -    HTML     82K  
                Fair Value Assets And Liabilities Measured On                    
                Recurring Basis Gain Loss Included In Earnings                   
                (Details)                                                        
110: R73         Fair Value of Financial Assets and Liabilities -    HTML    109K  
                Fair Value Inputs Assets Quantitative Information                
                (Details)                                                        
61: R74         Derivative Financial Instruments - Summary of       HTML    105K 
                Derivative Fair Value Balances (Details)                         
78: R75         Derivative Financial Instruments - Summary of       HTML     61K 
                Economic Hedges (Details)                                        
149: R76         Derivative Financial Instruments - Summary of       HTML     83K  
                Credit Risk Exposure (Details)                                   
107: R77         Derivative Financial Instruments - Summary of       HTML     57K  
                Credit Risk Related Contingent Features (Details)                
66: R78         Derivative Financial Instruments - Narrative        HTML    101K 
                (Details)                                                        
77: R79         Derivative Financial Instruments Derivative         HTML     66K 
                Financial Instruments - Summary of Cash Collateral               
                and Letters of Credit (Details)                                  
63: R80         Debt and Credit Agreements - Narrative (Details)    HTML     72K 
80: R81         Debt and Credit Agreements - Commercial Paper       HTML     72K 
                Borrowings (Details)                                             
151: R82         Debt and Credit Agreements - Issuance of Long-Term  HTML     82K  
                Debt (Details)                                                   
109: R83         Income Taxes - Narrative (Details)                  HTML     77K  
62: R84         Income Taxes - Reconciliation to Effective Tax      HTML    145K 
                Rate (Details)                                                   
79: R85         Income Taxes - Accounting for Uncertainty in        HTML     58K 
                Income Taxes (Details)                                           
150: R86         Income Taxes Income Taxes - Reasonably possible     HTML     58K  
                the total amount of unrecognized tax benefits                    
                could significantly increase or decrease within 12               
                months after the reporting date (Details)                        
108: R87         Income Taxes Income Taxes - Other Income Tax        HTML     55K  
                Matters (Details)                                                
65: R88         Nuclear Decommissioning - Narrative (Details)       HTML     96K 
76: R89         Nuclear Decommissioning - Rollforward of Nuclear    HTML     93K 
                Decommissioning ARO (Details)                                    
96: R90         Retirement Benefits - Narrative (Details)           HTML     68K 
56: R91         Retirement Benefits - Calculation of Net Periodic   HTML     82K 
                Benefit Cost (Details)                                           
129: R92         Retirement Benefits - Allocated Portion of Pension  HTML     82K  
                and Postretirement Benefit Plan Costs (Details)                  
143: R93         Retirement Benefits - Defined Contribution Savings  HTML     70K  
                Plans (Details)                                                  
97: R94         Changes in Accumulated Other Comprehensive Income   HTML    113K 
                - Schedule of Changes in AOCI (Details)                          
57: R95         Changes in Accumulated Other Comprehensive Income   HTML     57K 
                - Components of Other Comprehensive Income (Loss)                
                (Details)                                                        
130: R96         Commitments and Contingencies - Narrative           HTML    118K  
                (Details)                                                        
144: R97         Commitments and Contingencies - Merger Commitment   HTML     68K  
                (Details)                                                        
100: R98         Commitments and Contingencies - Schedule of         HTML    190K  
                Commercial Commitments (Details)                                 
54: R99         Commitments and Contingencies - Schedule of         HTML     79K 
                Accruals for Environmental Matters (Details)                     
158: R100        Supplemental Financial Information - Utility Taxes  HTML     79K  
                (Details)                                                        
117: R101        Supplemental Financial Information - Operations     HTML     89K  
                (Detail)                                                         
70: R102        Supplemental Financial Information - Cash Flow      HTML    152K 
                (Details)                                                        
87: R103        Supplemental Financial Information - Balance Sheet  HTML    126K 
                (Details)                                                        
157: R104        Segment Information - Narrative (Details)           HTML     52K  
116: R105        Segment Information - Reconciliation to             HTML    394K  
                Consolidated Financial Statements (Details)                      
69: R106        Segment Information - Generation Total Revenues     HTML    133K 
                (Details)                                                        
86: R107        Segment Information - Generation Total Revenues     HTML     99K 
                Net of Purchased Power and Fuel Expense (Details)                
159: R108        Segment Information - Electric and Gas Revenue by   HTML    279K  
                Customer Class (Details)                                         
154: XML         IDEA XML File -- Filing Summary                      XML    257K  
118: XML         XBRL Instance -- exc-20190930x10q_htm                XML  25.50M  
104: EXCEL       IDEA Workbook of Financial Reports                  XLSX    284K  
45: EX-101.CAL  XBRL Calculations -- exc-20190930_cal                XML    432K 
46: EX-101.DEF  XBRL Definitions -- exc-20190930_def                 XML   2.45M 
47: EX-101.LAB  XBRL Labels -- exc-20190930_lab                      XML   3.20M 
48: EX-101.PRE  XBRL Presentations -- exc-20190930_pre               XML   2.60M 
44: EX-101.SCH  XBRL Schema -- exc-20190930                          XSD    358K 
137: JSON        XBRL Instance as JSON Data -- MetaLinks              650±  1.07M  
132: ZIP         XBRL Zipped Folder -- 0001109357-19-000112-xbrl      Zip   1.25M

‘EX-3.1’ — Articles of Incorporation/Organization or Bylaws

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

EXELON GENERATION COMPANY, LLC

(a Pennsylvania limited liability company)

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF EXELON GENERATION COMPANY, LLC (the “Agreement”) is executed as of October 30, 2019 by Exelon Corporation (the “Member”). The Member, intending to be legally bound, hereby states the terms of its agreement as to the affairs of, and the conduct of the business of, a limited liability company (the “Company”) to be managed by the Member, as follows:

PRELIMINARY STATEMENT

The purpose of this Agreement is to set out fully the rights, obligations and duties of the Member and Officers of the Company.

WHEREAS, the Company was formed as a Pennsylvania limited liability company on December 27, 2000 pursuant to the provisions of the Pennsylvania Limited Liability Company Law of 1994, as amended from time to time (the “Act”). At the time of formation PECO Energy Company was the member.

WHEREAS, on January 1, 2001, due to a corporate restructuring ownership of the Company was transferred from PECO Energy Company to Exelon Ventures Company, LLC.

WHEREAS, on January 1, 2001, the Company’s Operating Agreement was amended and restated as the First Amended and Restated Operating Agreement of the Company.

WHEREAS, on September 30, 2014, Exelon Ventures Company, LLC was dissolved in Delaware and ownership of the Company was transferred to Exelon Corporation.

WHEREAS, on October 30, 2019, the Company’s First Amended and Restated Operating Agreement was amended and restated as the Second Amended and Restated Operating Agreement of the Company.

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees and states as follows:

ARTICLE 1

FORMATION, PURPOSE AND DEFINITIONS

1.1 Establishment of Limited Liability Company. The Company was formed on December 27, 2000 pursuant to the provisions of the Act, to carry on a business for profit. This Agreement, in accordance with the Act, amends and restates terms relating to the governance and business affairs of the Company. The Member is hereby admitted to membership in the Company and, as provided in Section 5.2 until this Agreement is amended appropriately to contemplate the admission of additional members and their right to conduct the Company’s business, the Member shall be the sole member of the Company.

1.2 Name. The name of the Company is Exelon Generation Company, LLC. The Company may conduct its activities under any other permissible name designated by the Member. The Member shall be responsible for complying with any registration requirements if an alternate name is used.

4571418

1.3 Principal Place of Business of the Company. The principal place of business of the Company shall be located at such locations as the Member, in its discretion, may determine. The registered agent for the service of process, if any, and the registered office of the Company shall be the person (if any) and location stated in the Company’s Certificate of Organization filed with the Pennsylvania Department of State. The Member may, from time to time, change such registered agent and registered office, by appropriate filings as required by law.

1.4 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.5 Duration. Unless the Company shall be earlier terminated in accordance with Article 7, it shall continue in existence in perpetuity.

1.6 Other Activities of Member. The Member may engage in or possess an interest in other business ventures of any nature, whether or not similar to or competitive with the activities of the Company.

1.7 Federal Income Tax Status. The Company has been structured to qualify as an entity that will not be required to pay income tax at the state or federal level.

ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 Capital Contributions. The Member may make such contributions of cash or property to the Company at such times and in such amounts as the Member shall determine. The receipt by the Member from the Company of any distributions whatsoever (whether pursuant to Section 3.1 or otherwise and whether or not such distributions may be considered a return of capital) shall not increase the Member’s obligations under this Section 2.1.

2.2 Additional Capital Contributions. Except as provided in Section 2.1 the Member may, but shall not be required to, make additional capital contributions to the Company.

2.3 Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution, except as may be expressly required by this Agreement or applicable law.

2.4 Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

ARTICLE 3

DISTRIBUTIONS

3.1 Distributions. The Company shall make cash distributions to the Member at the times and in the manner that the Member deems appropriate and as permitted by law.

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ARTICLE 4

RIGHTS AND DUTIES OF THE MEMBER

4.1 Management. The business and affairs of the Company shall be managed solely by the Member. In doing so, the Member shall not be deemed a “manager” within the meaning of the Act. The Member shall direct, manage, and control the business of the Company to the best of the Member’s ability.

4.2 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

4.3 Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the Commonwealth of Pennsylvania. Without limiting the generality of the foregoing, the Member shall have the specific power and authority to cause the Company, in the Company’s own name:


(a)	To sell or otherwise dispose of all or substantially all of the assets of the Company (or a substantial portion of the assets) as part of a single transaction or plan so long as that disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound;

(b)

To execute all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Member, to the business of the Company;


(c)	To enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such form as the Member may approve;


(d)	To make distributions in accordance with Section 3.1; and


(e)	To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

Unless authorized in writing to do so by this Agreement or by the Member, no attorney-in-fact, employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or render it liable pecuniarily for any purpose.

4.4 Officers and Agents. The Company may have such officers and agents with such respective rights and duties as the Member may from time to time determine. The Member may delegate to one or more agents, officers, employees or other persons (who shall not be deemed “managers” within the meaning of the Act) any and all powers to manage the Company that the Member possesses under this Agreement and the Act.

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4.5 Member Has No Exclusive Duty to Company. The Member shall not be required to manage the Company as its sole and exclusive function and, as provided in Section 1.6, it may have other business interests and may engage in other activities in addition to those relating to the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived from such investments or activities. The Member shall incur no liability to the Company as a result of engaging in any other business or venture.

4.6 Indemnification. The Member shall, and any officer, employee or agent of the Company may in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by Section 8945 of the Act and as may be otherwise permitted by applicable law.

ARTICLE 5

TRANSFER OF MEMBERSHIP INTERESTS

5.1 General Restriction. Until and unless this Agreement is appropriately amended to contemplate the admission of additional members, the Member may not transfer, whether voluntarily or involuntarily, any portion of its membership interest in the Company; provided, however, that the Member may assign or otherwise transfer, as a whole or in one or more partial or successive assignments or transfers, its membership interest to any direct or indirect subsidiary of the holding company of which the Member is then a direct or indirect subsidiary or to such holding company (“Permitted Transfers”) and following any such Permitted Transfer(s), such permitted transferee shall be considered hereunder and for all purposes under the Act as the Member. For purposes of this Agreement, a “transfer” includes, but is not limited to, any sale, assignment, gift, exchange, pledge, hypothecation, collateral assignment or creation of any security interest.

5.2 Single Member. Until and unless this Agreement is appropriately amended to contemplate the admission of additional members, the Company shall at all times have only one Member.

ARTICLE 6

DISSOCIATION OF THE MEMBER

6.1 Dissociation. The Member shall not be entitled voluntarily to withdraw, resign or dissociate from the Company or assign its membership interest prior to the dissolution and winding-up of the Company, and any attempt by the Member to do so shall be ineffective; provided, however, that Permitted Transfers under Section 5.1 shall not be a violation of this Section 6.1.

ARTICLE 7

DISSOLUTION AND LIQUIDATION

7.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):


(a)	the written consent of the Member; or


(b)	the entry of a decree of judicial dissolution under Section 8972 of the Act.

The Company shall not be dissolved for any other reason, including without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

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7.2 Liquidation. Upon dissolution of the Company in accordance with Section 7.1, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(a)

to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under Section 8932 or 8933 of the Act; and then


(b)	to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then


(c)	to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

7.3 Certificate of Dissolution. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of dissolution with the Pennsylvania Department of State, if and as required by the Act. When such certificate is filed, the Company’s existence shall cease.

ARTICLE 8

ACCOUNTING AND FISCAL MATTERS

8.1 Fiscal Year. The fiscal year of the Company shall be the calendar year.

8.2 Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

8.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

ARTICLE 9

MISCELLANEOUS

9.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Article 5, its successors and assigns.

9.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without reference to conflict of laws principles.

9.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

9.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa, and the singular shall include the plural.

4571418

* * *

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first written above.

EXELON CORPORATION

By: /s/ Carter Culver

Name: Carter Culver

Title: Assistant Secretary

4571418

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	10/31/19	8-K
	10/30/19
For Period end:	9/30/19	4
	9/30/14	10-Q, 4
	1/1/01
	12/27/00
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  Exelon Corp.                      10-K       12/31/23  322:89M
 2/14/23  Exelon Corp.                      10-K       12/31/22  279:68M
 2/25/22  Exelon Corp.                      10-K       12/31/21  313:198M
 2/24/21  Exelon Corp.                      10-K       12/31/20  310:85M

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Filing Submission 0001109357-19-000112 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Exelon Corp, et al. – ‘10-Q’ for 9/30/19 – ‘EX-3.1’

On: Thursday, 10/31/19, at 12:34pm ET · For: 9/30/19 · Accession #: 1109357-19-112 · File #s: 0-16844, 1-01072, 1-01405, 1-01839, 1-01910, 1-03559, 1-16169, 1-31403, 333-85496

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-3.1’ — Articles of Incorporation/Organization or Bylaws

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents