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-99.1 — Ex A-1 Memorandum of Association of Emera
Exhibit A-1
AMENDED
MEMORANDUM OF ASSOCIATION
OF
NS POWER HOLDINGS INCORPORATED
1. The name of the Company in all its language forms is:
NS POWER HOLDINGS INCORPORATED
2 The Company shall have all the powers, capacity, rights and privileges of a
natural person including the capacity, without the confirmation of the Supreme
Court of Nova Scotia, or a Judge thereof, to:
(a) sell or dispose of its undertaking, or a substantial part thereof;
(b) distribute any of its property in specie among its members; or
(c) amalgamate with any company or other body of persons.
3. The liability of the members is limited.
4. The capital of the company shall consist of:
(a) an unlimited number of common shares without nominal or par value; and
(b) an unlimited number of preference shares in two classes, each of which
shall have and be subject to such rights, privileges, restrictions and
conditions and be issued in such series as the Directors of the Company
may, from time to time, by resolution filed with the Registrar of Joint
Stock Companies, determine provided however that such preference shares
shall have the material attributes set forth in Sections 5 and 6 of this
Memorandum of Association.
5. The first class of preference shares (the "First Preferred Shares") shall
have the following material attributes:
(a) Issuable in Series:
The First Preferred Shares may be issued from time to time in one or more
series in such numbers and with such designations, rights, privileges,
restrictions and conditions as the Directors of the Company determine by
resolution.
(b) Voting Rights:
Subject to the provisions of the Companies Act (Nova Scotia), as from time
to time amended, supplemented or replaced, the holders of the First
Preferred Shares of each series shall not be entitled as such to receive
notice of or to attend any meeting of shareholders of the Company or to
vote at any such meeting unless the Company from time to time fails to pay,
in the aggregate, eight quarterly dividends on any series of the First
Preferred Shares on the dates on which the same should be paid according to
the terms thereof whether or not consecutive, whether or not such dividends
have been declared and whether or not there are any monies of the Company
properly applicable to the payment of dividends. Thereafter, but only so
long as any such dividends remain in arrears, the holders of the First
Preferred Shares of each series upon which dividends are in arrears as
aforesaid shall be entitled to receive notice of and to attend all meetings
of shareholders of the Company at which directors are to be elected and to
vote for the election of two directors out of the total number of directors
elected at such meeting. Such entitlement to vote shall be exercised
together with holders of shares of:
(i) all other series of First Preferred Shares;
(ii) all series of the Second Preferred Shares (as hereinafter
defined), and
(iii) all other classes or series of classes of shares of the Company,
whether presently authorized or authorized in the future,
having the right to vote in similar circumstances. In any instance where
the holders of the First Preferred Shares are entitled to vote, each such
holder shall have one vote for each First Preferred Share held. Nothing
contained in the First Preferred Share provisions shall be deemed to limit
the right of the Company from time to time to increase or decrease the
number of its directors in accordance with the procedures prescribed by the
Articles of Association of the Company.
(c) Ranking and Priority of First Preferred Shares:
The First Preferred Shares of each series rank on a parity with the First
Preferred Shares of every other series and are entitled to a preference
over the Second Preferred Shares, the Common Shares and any other shares
ranking junior to the First Preferred Shares whether presently authorized
or authorized in the future with respect to the payment of dividends and
the distribution of the remaining property and assets or return of capital
of the Company in the event of the liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary, or any other distribution
of the property or assets or return of capital of the Company among its
shareholders for the purpose of winding-up its affairs.
(d) Amendments:
Notwithstanding the Articles of Association of the Company, the class
provisions attaching to the First Preferred Shares may be deleted, varied,
modified or amended with the prior approval of the holders of the First
Preferred Shares as a class given in writing by all holders of the First
Preferred Shares outstanding or by at least two-thirds of the votes cast at
a meeting or adjourned meeting of the holders of such shares duly called
for that purpose and at which a quorum is present, in addition to any other
approval required by the Companies Act (Nova Scotia), as from time to time
amended, supplemented or replaced.
6. The second class of preference shares (the "Second Preferred Shares") shall
have the following material attributes:
(a) Issuable in Series:
The Second Preferred Shares may be issued from time to time in one or more
series in such numbers and with such designations, rights, privileges,
restrictions and conditions as the Directors of the Company determine by
resolution.
(b) Voting Rights:
Subject to the provisions of the Companies Act (Nova Scotia), as from time
to time amended, supplemented or replaced, the holders of the Second
Preferred Shares of each series shall not be entitled as such to receive
notice of or to attend any meeting of shareholders of the Company or to
vote at any such meeting unless the Company from time to time fails to pay,
in the aggregate, eight quarterly dividends on any series of the Second
Preferred Shares on the dates on which the same should be paid according to
the terms thereof whether or not consecutive, whether or not such dividends
have been declared and whether or not there are any monies of the Company
properly applicable to the payment of dividends. Thereafter, but only so
long as any such dividends remain in arrears, the holders of the Second
Preferred Shares of each series upon which dividends are in arrears as
aforesaid shall be entitled to receive notice of and to attend all meetings
of shareholders of the Company at which directors are to be elected and to
vote for the election of two directors out of the total number of directors
elected at such meeting. Such entitlement to vote shall be exercised
together with holders of shares of:
(i) all series of the First Preferred Shares;
(ii) all other series of the Second Preferred Shares, and
(iii) all other classes or series of classes of shares of the Company,
whether presently authorized or authorized in the future,
having the right to vote in similar circumstances. In any instance where
the holders of Second Preferred Shares are entitled to vote, each such
holder shall have one vote for each Second Preferred Share held. Nothing
contained in the Second Preferred Share provisions shall be deemed to limit
the right of the Company from time to time to increase or decrease the
number of its directors in accordance with the procedures prescribed by the
Articles of Association of the Company.
(c) Ranking and Priority of Second Preferred Shares:
The Second Preferred Shares of each series rank on a parity with the Second
Preferred Shares of every other series and are entitled to a preference
over the Common Shares and any other shares ranking junior to the Second
Preferred Shares whether presently authorized or authorized in the future
with respect to the payment of dividends and the distribution of the
remaining property and assets or return of capital of the Company in the
event of the liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary, or any other distribution of the property and
assets or return of capital of the Company among its shareholders for the
purpose of winding up its affairs.
(d) Amendments:
Notwithstanding the Articles of Association of the Company, the class
provisions attaching to the Second Preferred Shares may be deleted, varied,
modified or amended with the prior approval of the holders of the Second
Preferred Shares as a class given in writing by all holders of the Second
Preferred Shares outstanding or by at least two thirds of the votes cast at
a meeting or adjourned meeting of the holders of such shares duly called
for that purpose and at which a quorum is present, in addition to any other
approval required by the Companies Act (Nova Scotia), as from time to time
amended, supplemented or replaced.
7. The Company and its shareholders and directors shall not amend this
Memorandum of Association or the Articles of Association of the Company in a
manner inconsistent with the Nova Scotia Power Reorganization (1998) Act (the
"Reorganization Act") or the provisions that must be included in the Company's
amended Memorandum or Articles of Association under the Reorganization Act.
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