Pre-Effective Amendment to Application or Declaration — Form U-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: U-1/A Pre-Effective Amendment to Application or 59± 262K
Declaration
2: EX-99.1 Ex A-1 Memorandum of Association of Emera 4± 19K
11: EX-99.10 Ex D-5 Ferc Order 9 28K
12: EX-99.11 Ex G-1 Emera's Annual Report 46 256K
13: EX-99.12 Ex K-1 Emera Inc. Group of Companies 2± 15K
3: EX-99.2 Ex A-2 Articles of Association of Emera 42± 170K
4: EX-99.3 Ex A-3 Articles of Organization of Bhe 144 382K
5: EX-99.4 Ex A-4 By-Laws of Bhe 42 83K
6: EX-99.5 Ex A-5 Articles of Bangor Var 9 44K
7: EX-99.6 Ex A-6 Bylaws of Bangor Var 8 21K
8: EX-99.7 Ex A-7 Partnership Agreement 23± 96K
9: EX-99.8 Ex D-2 Order of Maine Public Utilities Commission 17 58K
10: EX-99.9 Ex D-3 Mpuc Certification 1 8K
EX-99.5 — Ex A-5 Articles of Bangor Var
| EX-99.5 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit A-5
BUSINESS CORPORATION
STATE OF MAINE -----------------------------------
|Fee Paid $20 |
PROOF OF RESOLUTION |OCN 1981941600002 RESO |
ALLOWING USE OF SIMILAR NAME |----FILED------------------------|
| 10-JUL-98 |
| |
| /s/ Nancy B. Kelleher |
|---------------------------------|
| Deputy Secretary of State |
BANGOR HYDR0-ELECTRIC COMPANY |---------------------------------|
------------------------------------------- | |
(Name of Corporation Allowing | A True Copy When Attested |
Similar Name) | by Signature |
| |
| |
|---------------------------------|
| Deputy Secretary of State |
-----------------------------------
Pursuant to 13-A MRSA ss. 301.1.B., the undersigned corporation executes and
delivers for filing this proof of resolution:
FIRST: The above-named corporation by such resolution hereby grants the use
of the following similar name
LITE-LIFE
----------------------------------------------------------------------
to BONNIE L. TOBEY
-------------------------------------------------------------------
(requestor of similar name)
SECOND: ("X" one box only) The resolution was authorized by
|X| the board of directors OR |_| the shareholders, there being
no board of directors
THIRD: The address of the registered office of the corporation allowing such
similar name in the State of Maine is
33 STATE STREET, BANGOR, ME 04401
----------------------------------------------------------------------
(street, city, state and zip code)
DATED 7/2/98 *By /s/ Andrew Landry
-------------- ------------------------------------
--------------------------------------- (signature)
| MUST BE COMPLETED FOR VOTE |
| OF SHAREHOLDERS | ANDREW LANDRY, CLERK
| | ------------------------------------
|-------------------------------------| (type or print name and capacity)
| I certify that I have custody |
| of the minutes showing the above | *By ------------------------------------
| action by the shareholders. | (signature)
| |
| | ------------------------------------
| | (type or print name and capacity)
| ------------------------------------|
| (signature of clerk, secretary |
| or asst. secretary) |
---------------------------------------
--------------------------------------------------------------------------------
*This document MUST be signed by (1) the Clerk OR (2) the President or a
vice-president and the Secretary or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the Directors or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the Holders, or such of them as may be designated by the
holders, of record of a majority of all outstanding shares entitled to vote
thereon OR (5) the Holders of all of the outstanding shares of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-15 Rev. 96 TEL. (207) 287-4195
Filing Fee $50.00 plus fee
based on authorized capital stock
--------------------------------------------------------------------------------
| For Use By The | STATE OF MAINE | For Use By The |
| Secretary of State | | Secretary of State |
| | ARTICLES OF INCORPORATION| FILED |
| File No. 19910415D | | |
| --------------| | September 18, 1990 |
| Fee Paid $2625 - $75 | | ------------------ -- |
| --------------| | /s/ Gary Cooper |
| | | -------------------------|
| C.B. -----------------| | Deputy Secretary of State|
| | | |
| Date Sep 21 1990 | | -------------------------|
| -----------------| | A True Copy When Attested|
| 3| | By Signature |
| | | |
| | | |
| | | -------------------------|
| | | Deputy Secretary of State|
--------------------------------------------------------------------------------
Pursuant to 13A MRSA ss. 403, the undersigned, acting as incorporator(s) of
a corporation, adopt(s) the following Articles of Incorporation:
FIRST: The name of the corporation is Bangor Var Co., Inc.
-----------------------------------
and it is located in Maine, at Bangor
-----------------------------------
SECOND: The name of its Clerk, who must be a Maine resident, and the
address of its registered office shall be
Name Frederick S. Samp
--------------------------------------------------------------
Street & Number 33 State Street
---------------------------------------------------
City Bangor Maine 04401
---------------------------------------, --------------
(zip code)
THIRD: ("X" one box only)
|X| a. The number of directors constituting the initial board of
directors of the corporation is 3 (See ss. 703, 1.A.)
---
b. If the initial directors have been selected, the names and
addresses of the persons who are to serve as directors until the
first annual meeting of the shareholders or until their
successors are elected and shall qualify are:
NAME ADDRESS
Thomas A. Greenquist 33 State Street
------------------------------------ ----------------------------------------
Bangor ME 04401
------------------------------------ ----------------------------------------
Carroll R. Lee 33 State Street
------------------------------------ ----------------------------------------
Bangor ME 04401
------------------------------------ ----------------------------------------
John P. O'Sullivan 33 State Street
------------------------------------ ----------------------------------------
Bangor ME 04401
----------------------------------------
|_| There shall be no directors initially; the shares of the corporation will
not be sold to more than twenty (20) persons; the business of the
corporation will be managed by the shareholders. (See ss. 703, 1.B.)
FOURTH: ("X" one box only)
The board of directors is |X| is not |_| authorized to increase or
decrease the number of directors.
If the board is so authorized, the minimum number, if any, shall
be 1 directors. (See ss. 703.1.A.) and the maximum number, if any,
--- shall be 9 directors.
---
FIFTH: ("X" one box only)
|X| There shall be only one class of shares, viz, common stock.
---------------------
(title of class)
Par value of each share (if none, so state) $100.00.
----------------
Number of shares authorized 35,000.
------------------------------
|_| There shall be two or more classes of shares.
The information required by ss. 403 concerning each such class
is set out in Exhibit _____ attached hereto and made a part hereof
SUMMARY
The aggregate par value of all authorized shares (of all classes)
having a par value is $3,500,000.00.
------------------ ------------
The total number of authorized shares (of all classes)
without par value is 0 shares.
----------------- ---
SIXTH: ("X" one box only)
Meetings of the shareholders may |X| may not |_| be held outside
the State of Maine.
SEVENTH: ("X" if applicable) There are no preemptive rights. |_|
EIGHTH: Other provisions of these articles, if any, including provisions
for the regulation of the internal affairs of the corporation,
are set out in Exhibit A attached hereto and made a part hereof.
---
================================================================================
9/17/90
INCORPORATORS RESIDENCE ADDRESSES
/s/ Frederick S. Samp Street 210 Main Road North
------------------------------------- -----------------------------------
(signature)
Frederick S. Samp Hampden ME 04444
------------------------------------- ------------------------------------------
(type or print name) (city, state and zip code)
Street
------------------------------------- -----------------------------------
(signature)
------------------------------------- ------------------------------------------
(type or print name) (city, state and zip code)
Street
------------------------------------- ------------------------------------
(signature)
------------------------------------- ------------------------------------------
(type or print name and capacity) (city, state and zip code)
Corporate Incorporators
Street
------------------------------------- ------------------------------------
------------------------------------- ------------------------------------------
(signature) (city, state and zip code)
------------------------------------- ------------------------------------------
(type or print name)
Articles are to be executed as follows: By Incorporator
If a corporation is an incorporator (ss. 402), the name of the corporation
should be typed and signed on its behalf by an officer of the corporation.
The address of the principal place of business of the incorporator
corporation should be given. The articles of incorporation must be
accompanied by a certificate of an appropriate officer of the corporation
certifying that the person executing the articles on behalf of the
corporation was duly authorized to do so.
EXHIBIT A
Bangor Var Co., Inc., is a quasi-public corporation authorized by law to engage
in business as an electric company.
Filing Fee $20.00
--------------------------------------------------------------------------------
| For Use By The | STATE OF MAINE |File No. 19910414 D Pages 1|
| Secretary of State | |Fee Paid $ 20.00 |
| | |DCN 1952091500039 CLERK |
| File No. | CHANGE OF CLERK or |-----------FILED-----------|
| -------------| REGISTERED OFFICE or BOTH | 10/16/1995 |
| Fee Paid | | --------------------------|
| -------------| | |
| | | /s/ Gary Cooper |
| C.B. ----------------| | --------------------------|
| | | Deputy Secretary of State |
| Date | | |
| ----------------| Pursuant to 13-A MRSA | --------------------------|
| | ss. 304, the undersigned | A True Copy When Attested |
| | corporation advises you | By Signature |
| | of the following | |
| | change(s): | |
| | | /s/ Gary Cooper |
| | | ------------------------- |
| | | Deputy Secretary of State |
--------------------------------------------------------------------------------
FIRST: The name and registered office of the clerk appearing on the
record in Secretary of State's office
FREDERICK S. SAMP
------------------------------------------------------------------
33 STATE STREET, BANGOR ME 04401
------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and physical location of the registered office of the
successor (new) clerk, who must be a Maine resident, are:
ANDREW LANDRY
------------------------------------------------------------------
(name)
33 STATE STREET, BANGOR ME 04401
------------------------------------------------------------------
(street address (not PO Box), city, state and zip code)
------------------------------------------------------------------
(mailing address if different from above)
THIRD: Upon a change in clerk this must be completed:
(X) Such change was authorized by the board of directors and the
power to make such change is not reserved to the
shareholders by the articles or the bylaws.
( ) Such change was authorized by the shareholders. (Complete
the following)
I certify that I have custody of the minutes showing the above
action by the shareholders.
Dated: OCTOBER 13, 1995
------------------
/s/ Andrew Landry
----------------------------------------------------
(signature of new clerk, secretary or assistant
secretary)
BANGOR VAR CO., INC.
-------------------------------------------------
(Name of Corporation)
By /s/ Andrew Landry
-------------------------------------------------
(signature)
ANDREW LANDRY, CLERK
-------------------------------------------------
(type or print name and capacity)
By
-------------------------------------------------
(signature)
-------------------------------------------------
(type or print name and capacity)
--------------------------------------------------------------------------------
This document MUST be signed by (1) the Clerk OR (2) the President or a
vice-president AND the Secretary, or an assistant secretary or other officer
the bylaws designate as second certifying officer OR (3) if no such officers, a
majority of the directors or such directors designated by a majority of
directors then in office OR (4) if no such directors, the holders, or such of
them designated by the holders, of record of a majority of all outstanding
shares entitled to vote thereon OR (5) the holders of all of the outstanding
shares.
FORM NO. MBCA-3 Rev. 90 SUBMIT COMPLETED FORMS TO: Secretary of State,
Station 101,
Augusta, Maine 04333
FLEET BANK
CORPORATE RESOLUTIONS FOR OPENING AND MAINTAINING A DEPOSIT ACCOUNT
FLEET BANK OF MAIN ACCOUNT NUMBER 0008 435 448
--------------
Exchange Street Office
---------------------
Bangor, Maine
---------------------
HEREBY CERTIFY that the following is a true copy of resolutions adopted by the
Board of Directors of BANGOR VAR Co Inc.
---------------------------------------------------------
Maine corporation, at a meeting of a Board legally called and
------------------------
held on October 9, 1990, 19 at which a quorum was present and voting
----------------- --
throughout, that the same are in conformity with the provisions of the charter
and by-laws of the Corporation and that each hereof is now in full force and
effect.
RESOLVED, that this Corporation open a deposit account or accounts with FLEET
BANK OF MAINE such account(s) to be named
(Insert in lines below names of as many
accounts as are to be opened.)
BANGOR VAR Co Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
and subject to the discretion of the officers specified in the next succeeding
Resolution acting singly or jointly as therein provided, additional checking
account(s) whenever necessary which account(s) shall be named as the Bank and
such officers agree and that the Bank is hereby designated as a depository of
this Corporation with authority to accept at any time for the credit of said
account(s) deposits by whomsoever made of funds in whatever form and in whatever
manner endorsed.
RESOLVED, that until duly notified in writing of a Resolution to the contrary,
FLEET BANK OF MAINE is authorized and directed to pay, certify, apply or
otherwise honor and charge to the account(s) authorized by the next preceding
Resolution, without inquiry and without regard to the application of the
proceeds thereof, checks, drafts, notes, bills of exchange, acceptances,
undertakings and other instruments or orders for the payment, transfer or
withdrawal of money for whatever purpose and to whomsoever payable, including
those drawn to the individual order of a signer, and to recognize as valid all
waivers of demand, protest and notice of protest or dishonor of any check, note,
bill, draft or other instrument made, drawn or endorsed in the name of this
Corporation, when signed, accepted or endorsed by:
Name Title Specimen Signature
John P. O'Sullivan Treasurer /s/ John P. O'Sullivan
------------------------ ------------------------ -------------------------
Carroll Lee President /s/ Carroll Lee
------------------------ ------------------------ -------------------------
Carroll A. Brochu Auth. Signer /s/ Carroll A. Brochu
------------------------ ------------------------ -------------------------
Robert C. Weider Auth. Signer /s/ Robert C. Weider
------------------------ ------------------------ -------------------------
(Specify the manner in which they are to sign as singly,
jointly, any two, or otherwise.)
RESOLVED, that until duly notified in writing of a Resolution to the contrary,
FLEET BANK OF MAINE is authorized to accept and act upon the certificate of the
Secretary or any other officer of this Corporation as to the names of the
present and future officers of this Corporation and to act and rely upon any
specimens of signatures of officers, or other persons, if any, authorized to
sign and act for this Corporation, which are furnished to the Bank by such
Secretary or any other officer.
Witness my hand and the official seal of this Corporation this 9th
-----------------
day of October 19 90 /s/ Frederick S. Samp
----------- -- -----------------------------------------
Clerk
-----------------------------------------
Title of Presiding Officer
Confirmed
--------------------------------
Other Officer
This certificate should be signed by the secretary or other recording officer.
If such secretary or other officer is authorized to act alone by the above
resolution this certificate must also be signed by another officer.
Minimum Fee $35 (See ss. 1401 sub-ss. 15)
------------------------------------------
DOMESTIC |File No. 19910415 D Pages 3 |
BUSINESS CORPORATION |Fee Paid $ 35.00 |
|OCN 1971781600028 STCK |
STATE OF MAINE | |
| -------------- FILED-------------- |
ARTICLES OF AMENDMENT | 06/26/1997 |
| |
(Shareholders Voting as One Class) | |
| /s/ Nancy B. Kelleher |
|----------------------------------------|
| Deputy Secretary of State |
Bangor Var Co., Inc. |----------------------------------------|
--------------------------------------| |
(Name of Corporation) | A True Copy When Attested by Signature |
| |
| /s/ Nancy B. Kelleher |
|----------------------------------------|
| Deputy Secretary of State |
------------------------------------------
Pursuant to 13-A MRSA ss.ss. 805 and 807, the undersigned corporation adopts
these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following
amendment as one class.
---
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders on (date) June 23, 1997 ("X" one box only)
--------------
|X| at a meeting legally called OR |_| by unanimous written consent
and held --
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted For Voted Against
------------------------------- --------- -------------
5,000 5,000 0
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth in
the amendment itself.
FIFTH: If the amendment changes the number or par values of authorized
shares, the number of shares the corporation has authority to issue
thereafter, is as follows:
Class Series (If Any) Number of Shares Par Value (If Any)
----- --------------- ---------------- ------------------
Common Stock 35,000 $35,000.00
The aggregate par value of all such shares (of all classes and series)
having par value is $ 35,000.00
---------------- -----------
The total number of all such shares (of all classes and series)
without par value is 0 shares
----------------- ---
SIXTH: The address of the registered office of the corporation in the State of
Maine is 33 State Street, Bangor, Maine 04401
--------------------------------------------------------------
(street, city, state and zip code)
DATED June 23, 1997 *By /s/ Andrew Landry
------------------- --------------------------------------
(signature)
---------------------------------------
| MUST BE COMPLETED FOR VOTE | ANDREW LANDRY, CLERK
| OF SHAREHOLDERS | --------------------------------------
| | (type or print name and capacity)
|-------------------------------------|
| I certify that I have custody |*By
| of the minutes showing the above | --------------------------------------
| action by the shareholders. | (signature)
| |
| | --------------------------------------
| /s/ Andrew Landry | (type or print name and capacity)
| ----------------------------------- |
| (signature of clerk, secretary |
| or asst. secretary) |
---------------------------------------
NOTE: This form should not be used if any class of shares is entitled to vote as
a separate class for any of the reasons set out in ss. 806, or because the
articles so provide. For vote necessary for adoption see ss. 805.
--------------------------------------------------------------------------------
*This document MUST be signed by (1) the Clerk OR (2) the President or a
vice-president and the Secretary or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the Directors or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the Holders, or such of them as may be designated by the
holders, of record of a majority of all outstanding shares entitled to vote
thereon OR (5) the Holders of all of the outstanding shares of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-9 Rev. 96 TEL. (207) 287-4195
CLERK'S CERTIFICATE
I, Andrew Landry, duly elected Corporate Clerk of Bangor Var Co., Inc., a
corporation duly organized and existing under the laws of the State of Maine
(the "Company"), certify that the following resolutions and recitals were duly
and validly adopted at a legally called special meeting of the Company's
shareholders held on June 23, 1997 and such resolutions are in full force and
effect on the date hereof:
VOTED to amend the Articles of Incorporation of Bangor Var Co., Inc.
to reduce the par value of its common stock from $100.00 per share to $1.00
per share.
IN WITNESS WHEREOF, I have hereunto set my name as of the 23rd day of
June, 1997.
/s/ Andrew Landry
--------------------------------
Andrew Landry
Corporate Clerk
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘U-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/3/01 | | | | | | | None on these Dates |
| | 6/23/97 | | 7 | | 9 |
| | 10/13/95 | | 5 |
| List all Filings |
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