Attached files
Exhibit 3.A
RESTATED
CERTIFICATE OF INCORPORATION
OF
TENNESSEE GAS PIPELINE COMPANY
Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of
Delaware
Tennessee Gas
Pipeline Company, a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
1. The
name of the corporation is Tennessee Gas Pipeline Company (the
“Corporation”). The Corporation was originally incorporated under the
name Tennesse Gas Transmission Company. The original certificate of
incorporation was filed with the Secretary of State of the State of Delaware on
June 9, 1947.
2. This
Restated Certificate of Incorporation restates and further amends the
Certificate of Incorporation of the Corporation and has been adopted and
approved in accordance with Sections 242 and 245 of the General Corporation Law
of the State of Delaware. Stockholder approval of this Restated
Certificate of Incorporation was given by unanimous written consent of the
stockholders of the Corporation in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
3. The
text of the Certificate of Incorporation, as heretofore amended, is hereby
amended and restated to read in its entirety as follows:
FIRST: The
name of the corporation is Tennessee Gas Pipeline Company.
SECOND: The
address of the Corporation’s registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, New Castle
County, Delaware 19801, and the name of its registered agent at the above
address is The Corporation Trust Company.
THIRD: The
purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
FOURTH: The
total number of shares of stock the corporation shall have authority to issue is
three hundred (300) shares of common stock with a par value of five dollars
($5.00) per share.
Shares of stock
of this corporation whether with or without par value, of any class or classes
hereby or hereafter authorized, may be issued by this corporation from time to
time for such consideration permitted by law as may be fixed from time to time
by the Board of Directors.
FIFTH: Unless
required by the By-laws, the election of the Board of Directors need not be by
written ballot.
SIXTH: The
Board of Directors of this corporation is expressly authorized to make, alter,
or repeal the By-laws of the corporation, but the stockholders may make
additional by-laws and may alter or repeal any By-law whether or not adopted by
them.
SEVENTH:
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, for any act or omission, except that a director may be liable (i) for
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or that 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. If the General
Corporation Law of the State of Delaware is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of the directors shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of the State of Delaware, as so
amended. The elimination and limitation of liability provided herein
shall continue after a director has ceased to occupy such position as to acts or
omissions occurring during such director's term or terms of
office. Any amendment, repeal or modification of this Article Seventh
shall not adversely affect any right of protection of a director of the
Corporation existing at the time of such repeal or
modification.
IN WITNESS WHEREOF, Tennessee Gas Pipeline Company has
caused this Restated Certificate of Incorporation to be signed by a duly
authorized officer this 11th day of May 1999.
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Tennessee Gas Pipeline Company
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By:
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/s/ Jeffrey I. Beason | |
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Jeffrey I. Beason
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Vice President and
Controller
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