07-LA043

2007 -- S 0944

Enacted 06/14/07

A N A C T

TO INCORPORATE NATIONAL GRID GAS COMPANY

Introduced By: Senators Walaska, Cote, and Bates

Date Introduced: April 26, 2007

It is enacted by the General Assembly as follows:

     SECTION 1. Michael F. Ryan, Frederick L. Mason, and Deming E. Sherman, their

associates, successors and assigns, are hereby made a body corporate under the name of National

Grid Gas Company, for the purpose of carrying on the business of purchasing, producing, storing,

distributing and selling natural, manufactured and mixed gas, with all the powers and privileges

and subject to all the duties, restrictions and liabilities applicable to such corporations as set forth

in title 39 of the general laws, as amended, with power subject as aforesaid to acquire franchises

in the streets and highways of towns and cities as hereinafter or by any general law or special act

authorized and to lease, purchase, acquire, hold, possess, exercise, use, enjoy and dispose of the

property, rights, contracts, powers, privileges and franchises now owned or possessed by the

Narragansett Electric Company, and its predecessors Southern Union Company, Providence Gas

Company, Valley Gas Company and Bristol and Warren Gas Company, for the purchase,

production, storage, distribution and sale of natural, manufactured and mixed gas and matters

incidental thereto in the cities of Providence, East Providence, Pawtucket, Central Falls,

Cranston, Warwick, Woonsocket and Newport and in the towns of Johnston, North Providence,

Barrington, Bristol, Warren, Middletown, Portsmouth, Tiverton, East Greenwich, West

Greenwich, West Warwick, North Kingstown, South Kingstown, Narragansett, Coventry, Exeter,

Hopkinton, Westerly, Charlestown, Cumberland, Lincoln, Scituate, Burrillville, Smithfield, and

North Smithfield in the state of Rhode Island; and in connection therewith to manufacture,

produce, buy, sell, dispose of and deal in natural, manufactured and/or mixed gas and to carry on

any business that may conveniently be carried on in connection therewith and to supply gas for

lighting, heating, motive power or any other purpose whatsoever and to take any other action

which may be useful or convenient in connection with the carrying on of the business aforesaid;

and with the power and authority and with the consent of the city and town councils of said cities

and towns, to open the ground in any part of the streets, lanes and highways in said cities and

towns for the purpose of laying and repairing pipes and equipment for conducting gas and for

other purposes in connection therewith; and with power to exercise the right of eminent domain

subject to the provisions of any general or special law.

     In addition to powers heretofore granted, said corporation is hereby authorized and

empowered: (1) to engage in any lawful business or activity involving or related to the

production, manufacture, storage, distribution, purchase or sale of energy or the conservation of

energy; (2) to purchase, subscribe for, acquire, own, hold, vote, sell and dispose of stock, shares,

bonds, securities or other interests in or obligations or assets of any person, firm, association or

corporation engaged in or authorized to engage in any lawful business or activity involving or

related to the production, manufacture, storage, distribution, purchase or sale of energy or the

conservation of energy and to guarantee the obligation of any such person, firm, association or

corporation. Said corporation is hereby expressly prohibited from engaging in the distribution or

sale of fuel oil.

     SECTION 2. Said corporation may also construct, acquire, own and operate within said

cities and towns set forth in section 1, any extension of or addition to any property acquired under

the foregoing provisions hereof and may lease, purchase; acquire, hold, possess, enjoy, operate,

use and dispose of such real and personal estate, rights, privileges and franchises as may be

necessary or convenient for the purposes for which said corporation is organized, subject to the

provisions of the general laws, and may issue its capital stock, bonds and other obligations in

payment or part payment therefor in the manner and with the approval hereinafter provided and

as required by law.

     SECTION 3. Subject to the provisions of section 5 hereof, said corporation: (1) may issue

its bonds and other obligations in such amounts as it may deem desirable and may secure the

same by pledge or pledges, mortgage or mortgages, of its franchises and property or any part

thereof, upon such terms and conditions and in such form and manner as shall be determined by

the holders of shares of stock entitled to cast a majority of the votes at a meeting duly called for

the purpose or by its board of directors if said shareholders shall delegate such power to said

board; and (2) may issue its stock, which may consist of shares of common stock alone or partly

of common stock and partly of preferred stock, in such amounts, with such par value and with

such rights, privileges and preferences and subject to such restrictions as shall be determined by

the holders of shares of stock entitled to cast a majority of the votes at a meeting duly called for

the purpose or by its board of directors if said shareholders shall delegate such power to said

board. Said preferred stock may consist of one or more classes and any such class may consist of

one or more series. Where authorized by said shareholders, the board of directors may determine

the price or consideration to be received on the issue of any shares of stock, which price or

consideration as determined by said board of directors shall be not less than the par value of the

shares to be so issued. Said corporation may also change its name to any name approved by the

administrator of the division of public utilities and carriers and by the secretary of state when

authorized by the holders of shares of stock entitled to cast a majority of the votes at a meeting

duly called for the purpose and such change shall become effective upon filing with the secretary

of state a certified copy of such vote, accompanied by the approval in writing of such name by the

administrator of the division of public utilities and carriers and the secretary of state.

     SECTION 4. The initial board of directors of said corporation shall be elected by the

corporators and shall consist of not less than one nor more than five (5) directors. Thereafter, the

directors shall be elected at the annual meeting and shall serve until their successors are elected.

     SECTION 5. All issues of stocks, bonds or other obligations of the corporation (except

obligations maturing within twelve (12) months of the date of issue), the purposes of said issues

and the manner and terms upon which they are to be issued and disposed of shall be subject to the

provisions of title 39 of the general laws, as amended, and such stocks, bonds and other

obligations shall not be valid without such approval.

     SECTION 6. The capital stock of said corporation shall consist of one thousand dollars

($1,000) in shares of one dollar ($1.00) each. Whenever the tax upon the capital stock of this

corporation has been paid into the general treasury as provided by section 7-1-7 of the general

laws, the secretary of state shall issue and deliver to the incorporators a certified copy of this act

under the seal of the state and said corporation may then be organized and stock thereof to the par

value of one dollar ($1.00) may, subject to the provisions of section 5 hereof, from time to time

be issued and the secretary of state shall thereafter from time to time upon application by the

directors or other proper officers of the corporation and upon payment of the tax prescribed by

said section 7-1-7 of the general laws, in case of increased capital stock and in accordance with

the provisions of title 39 of the general laws, as amended, and on compliance with any other

conditions established by law, issue his certificate to said corporation authorizing the issue of

additional capital stock for which such tax has been paid.

     SECTION 7. Said corporation shall be located and have an office or place of business in

the city of Providence, Rhode Island.

     SECTION 8. Said corporation shall have the powers of, and be subject to the restrictions

of, the Rhode Island business corporation act, except as may be otherwise provided under title 39

of the general laws, as amended.

     SECTION 9. Nothing in this act contained shall be deemed to repeal, abridge or modify

the provisions of title 39 of the general laws, as amended, or any related laws now in force.

     SECTION 10. Subject to amendment or repeal by the general assembly, the duration of

said corporation shall be perpetual.

     SECTION 11. This act shall take effect upon passage.

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LC02670

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