Signatures | ||||||||
Ex-3.1 Amended and Restated Memorandum and Articles of Association of China Hydroelectric Corporation - Form 6-K |
| Amendment of Article 89 of our amended and restated articles of association to provide for the classification of our directors into three classes with staggered three-year terms. Such Article 89, as amended, now reads as follows: |
89 | The Directors shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The term of the initial Class I Directors, consisting of Mr. John D. Kuhns, Mr. Richard H. Hochman and Mr. Shadron Lee Stastney, shall terminate at the annual general meeting to be held in 2010; the term of the initial Class II Directors, consisting of Dr. You-Su Lin and Mr. Anthony H. Dixon, shall terminate at the annual general meeting to be held in 2011; and the term of the initial Class III Directors, consisting of Dr. Yong Cao and Mr. Stephen Outerbridge, shall terminate at the annual general meeting to be held in 2012. At each succeeding annual general meeting beginning in 2010, successors to the class of Directors whose term expires at that annual general meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned by the Directors among the classes so as to maintain the number of directors in each class as nearly equal as possible. A director shall hold office until the annual general meeting to be held in the year in which his or her term of office expires and until his or her successor is duly elected and qualified. |
| Re-election of John D. Kuhns, Richard H. Hochman and Shadron Lee Stastney to serve as Class I Directors for a three-year term expiring at our annual general meeting of shareholders to be held in 2013; and | ||
| Ratification of the appointment of Ernst & Young Hua Ming as our independent auditors for the fiscal year ending December 31, 2010. |
3.1 | Amended and Restated Memorandum and Articles of Association of China Hydroelectric Corporation |
CHINA HYDROELECTRIC CORPORATION |
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By: | /s/ Mary E. Fellows | |||
Executive Vice President and Secretary | ||||