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Pepco Holdings Inc – ‘U5B/A’ on 2/13/03 – EX-3

On:  Thursday, 2/13/03, at 9:05am ET   ·   Effective:  2/13/03   ·   Accession #:  1135971-3-59   ·   File #:  30-00359

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

 2/13/03  Pepco Holdings Inc                U5B/A       2/13/03  165:7.4M

Amendment to Registration Statement   —   Form U5B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U5B/A       Amendment No. 1 to Form U5B Registration Statement  HTML    603K 
 2: U5B/A       Amendment No. 1 to Form U5B Registration Statement   PDF    185K 
                          PDF File -- u5b                                        
 8: EX-3        Agreement of Limited Partnership                    HTML     45K 
66: EX-3        Agreement of Limited Partnership                    HTML    196K 
68: EX-3        Agreement of Limited Partnership                    HTML    169K 
69: EX-3        Agreement of Limited Partnership                    HTML    193K 
70: EX-3        Agreement of Limited Partnership                    HTML    216K 
93: EX-3        Agreement of Partnership                            HTML     75K 
10: EX-3        Amended and Restated Agreement of Limited           HTML    285K 
                          Partnership                                            
26: EX-3        Amended and Restated Certificate of Incorporation   HTML     43K 
 7: EX-3        Amended and Restated Certificate of Limited         HTML     42K 
                          Partnership                                            
64: EX-3        Amended and Restated Limited Partnership Agreement  HTML    251K 
67: EX-3        Amendment to Certificate of Limited Partnership     HTML     41K 
71: EX-3        Amendment to Certificate of Limited Partnership     HTML     44K 
73: EX-3        Amendment to Certificate of Limited Partnership     HTML     42K 
53: EX-3        Articles of Incorporation                           HTML     48K 
58: EX-3        Articles of Incorporation                           HTML     40K 
63: EX-3        Articles of Incorporation                           HTML     60K 
80: EX-3        Articles of Incorporation                           HTML     50K 
91: EX-3        Articles of Incorporation                           HTML     52K 
95: EX-3        Articles of Incorporation                           HTML     50K 
109: EX-3        Articles of Incorporation                           HTML     47K  
111: EX-3        Articles of Incorporation                           HTML     86K  
122: EX-3        Articles of Incorporation                           HTML     51K  
132: EX-3        Articles of Incorporation                           HTML     48K  
134: EX-3        Articles of Incorporation                           HTML     47K  
138: EX-3        Articles of Incorporation                           HTML     56K  
140: EX-3        Articles of Incorporation                           HTML     48K  
142: EX-3        Articles of Incorporation                           HTML     52K  
21: EX-3        Articles of Restatement                             HTML     41K 
34: EX-3        Articles of Restatement                             HTML     42K 
76: EX-3        Articles of Restatement                             HTML     82K 
 5: EX-3        By-Laws                                             HTML     56K 
12: EX-3        By-Laws                                             HTML     56K 
39: EX-3        By-Laws                                             HTML     72K 
43: EX-3        By-Laws                                             HTML     64K 
47: EX-3        By-Laws                                             HTML     49K 
50: EX-3        By-Laws                                             HTML     56K 
52: EX-3        By-Laws                                             HTML     67K 
55: EX-3        By-Laws                                             HTML     57K 
59: EX-3        By-Laws                                             HTML     90K 
60: EX-3        By-Laws                                             HTML     92K 
75: EX-3        By-Laws                                             HTML     57K 
77: EX-3        By-Laws                                             HTML     86K 
79: EX-3        By-Laws                                             HTML     57K 
81: EX-3        By-Laws                                             HTML     96K 
84: EX-3        By-Laws                                             HTML     57K 
85: EX-3        By-Laws                                             HTML    151K 
87: EX-3        By-Laws                                             HTML     57K 
89: EX-3        By-Laws                                             HTML     57K 
92: EX-3        By-Laws                                             HTML     95K 
96: EX-3        By-Laws                                             HTML     95K 
102: EX-3        By-Laws                                             HTML     57K  
104: EX-3        By-Laws                                             HTML     56K  
108: EX-3        By-Laws                                             HTML     56K  
110: EX-3        By-Laws                                             HTML     59K  
112: EX-3        By-Laws                                             HTML     57K  
121: EX-3        By-Laws                                             HTML     56K  
123: EX-3        By-Laws                                             HTML     95K  
125: EX-3        By-Laws                                             HTML     59K  
127: EX-3        By-Laws                                             HTML     57K  
129: EX-3        By-Laws                                             HTML     57K  
131: EX-3        By-Laws                                             HTML     56K  
133: EX-3        By-Laws                                             HTML     56K  
135: EX-3        By-Laws                                             HTML     64K  
139: EX-3        By-Laws                                             HTML     99K  
141: EX-3        By-Laws                                             HTML     96K  
143: EX-3        By-Laws                                             HTML     96K  
145: EX-3        By-Laws                                             HTML     57K  
149: EX-3        By-Laws                                             HTML     56K  
156: EX-3        By-Laws                                             HTML     56K  
160: EX-3        By-Laws                                             HTML     56K  
161: EX-3        By-Laws                                             HTML     57K  
17: EX-3        Bylaws                                              HTML     87K 
31: EX-3        Bylaws                                              HTML     87K 
32: EX-3        Bylaws                                              HTML     87K 
117: EX-3        Bylaws                                              HTML     88K  
119: EX-3        Bylaws                                              HTML     88K  
46: EX-3        Certificate of Amendment                            HTML     41K 
163: EX-3        Certificate of Amendment                            HTML     39K  
61: EX-3        Certificate of Amendment of Articles of             HTML     40K 
                          Incorporation                                          
 3: EX-3        Certificate of Amendment of Certificate of          HTML     42K 
                          Incorporation                                          
30: EX-3        Certificate of Amendment of Certificate of          HTML     43K 
                          Incorporation                                          
62: EX-3        Certificate of Amendment of Incorporation           HTML     47K 
148: EX-3        Certificate of Amendment to Certificate of          HTML     41K  
                          Incorporation                                          
157: EX-3        Certificate of Amendment to Certificate of          HTML     42K  
                          Incorporation                                          
27: EX-3        Certificate of Conversion                           HTML     41K 
37: EX-3        Certificate of Correction                           HTML    107K 
14: EX-3        Certificate of Formation                            HTML     46K 
28: EX-3        Certificate of Formation                            HTML     42K 
40: EX-3        Certificate of Formation                            HTML     41K 
44: EX-3        Certificate of Formation                            HTML     39K 
49: EX-3        Certificate of Formation                            HTML     40K 
98: EX-3        Certificate of Formation                            HTML     41K 
100: EX-3        Certificate of Formation                            HTML     71K  
103: EX-3        Certificate of Formation                            HTML     52K  
105: EX-3        Certificate of Formation                            HTML     39K  
113: EX-3        Certificate of Formation                            HTML     41K  
115: EX-3        Certificate of Formation                            HTML     40K  
146: EX-3        Certificate of Formation                            HTML     45K  
152: EX-3        Certificate of Formation                            HTML     41K  
154: EX-3        Certificate of Formation                            HTML     41K  
155: EX-3        Certificate of Formation                            HTML     39K  
164: EX-3        Certificate of Formation                            HTML     39K  
11: EX-3        Certificate of Incorporation                        HTML     46K 
16: EX-3        Certificate of Incorporation                        HTML     44K 
29: EX-3        Certificate of Incorporation                        HTML     44K 
33: EX-3        Certificate of Incorporation                        HTML     44K 
38: EX-3        Certificate of Incorporation                        HTML     44K 
54: EX-3        Certificate of Incorporation                        HTML     52K 
74: EX-3        Certificate of Incorporation                        HTML     45K 
78: EX-3        Certificate of Incorporation                        HTML     48K 
83: EX-3        Certificate of Incorporation                        HTML     51K 
86: EX-3        Certificate of Incorporation                        HTML     67K 
88: EX-3        Certificate of Incorporation                        HTML     43K 
90: EX-3        Certificate of Incorporation                        HTML     45K 
101: EX-3        Certificate of Incorporation                        HTML     46K  
107: EX-3        Certificate of Incorporation                        HTML     44K  
118: EX-3        Certificate of Incorporation                        HTML     44K  
120: EX-3        Certificate of Incorporation                        HTML     56K  
124: EX-3        Certificate of Incorporation                        HTML     74K  
126: EX-3        Certificate of Incorporation                        HTML     53K  
128: EX-3        Certificate of Incorporation                        HTML     47K  
130: EX-3        Certificate of Incorporation                        HTML     42K  
144: EX-3        Certificate of Incorporation                        HTML     45K  
150: EX-3        Certificate of Incorporation                        HTML     49K  
158: EX-3        Certificate of Incorporation                        HTML     49K  
159: EX-3        Certificate of Incorporation                        HTML     52K  
162: EX-3        Certificate of Incorporation                        HTML     45K  
 9: EX-3        Certificate of Limited Partnership                  HTML     41K 
137: EX-3        Certificate of Limited Partnership                  HTML     48K  
65: EX-3        Certificate of Limited Partnership, LLP             HTML     45K 
18: EX-3        Certificate of Merger                               HTML     53K 
19: EX-3        Certificate of Merger                               HTML     42K 
23: EX-3        Certificate to Restore Good Standing; Certificate   HTML     43K 
                          of Amendment                                           
72: EX-3        First Amended and Restated Agreement of Limited     HTML    190K 
                          Partnership                                            
57: EX-3        General Partnership Agreement                       HTML    345K 
97: EX-3        Joint Venture Agreement                             HTML     72K 
13: EX-3        Joint Venture Partnership                           HTML     84K 
41: EX-3        Limited Liability Agreement                         HTML     64K 
45: EX-3        Limited Liability Agreement                         HTML     63K 
153: EX-3        Limited Liability Agreement                         HTML     64K  
56: EX-3        Limited Liability Company Agreement                 HTML     86K 
106: EX-3        Limited Liability Company Agreement                 HTML     64K  
114: EX-3        Limited Liability Company Agreement                 HTML     62K  
151: EX-3        Limited Liability Company Agreement                 HTML     54K  
15: EX-3        Operating Agreement                                 HTML    501K 
48: EX-3        Operating Agreement                                 HTML     56K 
51: EX-3        Operating Agreement                                 HTML     75K 
82: EX-3        Operating Agreement                                 HTML    243K 
99: EX-3        Operating Agreement                                 HTML    222K 
147: EX-3        Operating Agreement                                 HTML    701K  
165: EX-3        Operating Agreement                                 HTML     73K  
94: EX-3        Registration of Trade Names, Partnerships and       HTML     43K 
                          Associations                                           
116: EX-3        Restated and Amended Limited Liability Agreement    HTML     64K  
22: EX-3        Restated Bylaws                                     HTML     97K 
24: EX-3        Restated Bylaws                                     HTML     97K 
35: EX-3        Restated Bylaws                                     HTML     93K 
 4: EX-3        Restated Certificate of Incorporation               HTML     76K 
25: EX-3        Restated Certificate of Incorporation               HTML     54K 
42: EX-3        Restated Certificate of Incorporation               HTML     58K 
20: EX-3        Restated Charter                                    HTML    115K 
36: EX-3        Restated Charter                                    HTML     41K 
 6: EX-3        Second Amended and Restated Certificate of Limited  HTML     43K 
                          Partnership                                            
136: EX-3        Third Amended and Restated Agreement of Limited     HTML    237K  
                          Partnership

EX-3   —   Certificate of Incorporation

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

[Filed on 12/05/2000]

CERTIFICATE OF INCORPORATION

OF

PEPCO G&L NEWCO, INC.

          For the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated under the provisions, and subject to the requirements, of the General Corporation law of the State of Delaware, the undersigned, a natural person, hereby certifies that:

          FIRST:          The name of the corporation is Pepco G&L Newco, Inc. (hereinafter the "Corporation").

          SECOND:     The address, including street, number, city and county of the registered office of the Corporation in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware 19808. The name of the registered agent of the Corporation at such address is Corporation Service Company, in the county of New Castle.

          THIRD:         The Corporation if organized under the General Corporation Law of the State of Delaware for the purposes of engaging in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH:     The duration of the Corporation shall be perpetual.

          FITTH:          The Corporation has authority to issue a total of one thousand (1,000) share of common stock, all of one class, having a par value of one dollar ($1.00) per share, for a total authorized par value capital of one thousand dollars ($1,000).

          SIXTH:          The name and mailing address of the incorporator of the Corporation are as follows:
 

Name
Robert D. Earle

Mailing Address
Whiteford, Taylor & Preston L.L.P.
7St. Paul Street, Suite 1400
Baltimore, Maryland 21202

The powers of the incorporator will terminate upon filing of this Certificate of Incorporation.

          SEVENTH:    The number of directors of the Corporation shall be set forth in the by-laws of the Corporation, which number may be increased or decreased pursuant to the by-laws of the Corporation. The Board of Directors is authorized to make, alter or repeal the by-laws of the Corporation. The Board of Directors may be elected by other than written ballot. The names and mailing address of the persons who are to serve as directors of the Corporation until the first annual meeting of stockholders or until their successors are elected and qualify are as follows:
 

Name

E. R. Mayberry

Mailing Address

2000 K Street, N. W., Suite 750
Washington, D.C. 20006
 

James C. McDonnell

2000 K Street, N. W., Suite 750
Washington, D.C. 20006
 

Robert Aylward

6925L Oakland Mills Road
Columbia, Maryland 21045

          EIGHTH:       Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provision of Section 291 of General Corporation Law of the State of Delaware, or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class of creditors, and/or of the stockholder of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing at least three-fourths in value of the creditors or class of creditors, and/or of the stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders, of the Corporation, as the case may be, and also on the Corporation.

          NINTH:          No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, and all such liability is hereby eliminated; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

          TENTH:         The Corporation, by action of its board of directors, shall indemnify any person who was or is a director, officer, agent and/or employee of the Corporation to the fullest extent allowed under Section 145 of the General Corporation Law of the State of Delaware from and against any and all of the expenses, liabilities, or other matters referred to in or covered by such Section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action by such person in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the heirs, executors and administrators of such person.

          ELEVENTH:  The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware regarding business combinations with interested stockholders.

          TWELFTH:    Any amendment of this Certificate of Incorporation shall be made and effected only in the manner set forth herein. The board of directors shall adopt a resolution, by affirmative vote of at least two-thirds (2/3) of the directors then in office, at a meeting called for that purpose, setting forth the proposed amendment, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the proposed amendment to this Certificate of Incorporation must be approved by the affirmative vote of a majority of the outstanding shares of each class and series, if any, entitled to vote thereon.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and according, have hereunto set my hand this 5th day of December, 2000.
 

/s/  ROBERT D. EARLE             
      Robert D. Earle, Incorporator
   
 

[Filed January 5, 2001

CERTIFICATE OF AMENDMENT
to
CERTIFICATE OF INCORPORATION
of
PEPCO G&L NEWCO, INC.
(a Delaware corporation)

Pursuant to Section 242 of the General Corporation Law of Delaware

It is hereby certified that:

          FIRST:        In accordance with Section 141(f) and 242 of the Delaware General Corporation Law (the "DGCL"), the Board of Directors of Pepco G&L Newco, Inc. (the "Corporation") on January 2, 2001, adopted a resolution to amend the Certificate of Incorporation of the Corporation as described herein. Such amendment was declared advisable and the sole stockholder was directed to consider the amendment.

          SECOND:   In accordance with Section 228 and 242 of the DGCL, the amendment of the Corporation's Certificate of Incorporation was duly approved by the sole stockholder of the Corporation on January 2, 2001.

          THIRD:      The Certificate of Incorporation is G&L Mechanical Services, Inc. (hereinafter the "Corporation")

          IN WITNESS WHEREOF, Pepco G&L Newco, Inc. has caused this Certificate to be signed in its name and on its behalf by its President this 2nd day of January, 2001, and its President acknowledges that this Certificate is the corporate act of the Corporation and that, to the best of his knowledge, information and belief, the matters set forth herein are true in all material respects.
 

PEPCO ESI NEWCO, INC.




                                                                   
Robert Aylward, President
   

Dates Referenced Herein

This ‘U5B/A’ Filing    Date    Other Filings
Filed on / Effective on:2/13/03None on these Dates
1/5/01
1/2/01
 List all Filings 

5 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
 8/03/22  Exelon Corp.                      S-3ASR      8/03/22   18:1.5M                                   Toppan Merrill/FA
 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 0001135971-03-000059   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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