Exhibit 3.39
| D1138005 |
| File # 201217910020 |
LLC-1A | | |
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| State of California Secretary of State 1610030 out Limited Liability Company Articles of Organization - Conversion | | FILED In the Office of the Secretary of State of the State of California JUN 26 2012 This Space For Filing Use Only |
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| IMPORTANT — Read all instructions before completing this form. | | |
Converted Entity Information |
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1. | NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.) |
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| Eastern Sierra Energy Company LLC |
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2. | THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. |
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3. | THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one) |
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| o ONE MANAGER | o MORE THAN ONE MANAGER | x ALL LIMITED LIABILITY COMPANY MEMBER(S) |
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4. | MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE | CITY | | STATE | ZIP CODE |
| 211 Carnegie Center | Princeton | | NJ | 08540 |
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5. | NAME OF AGENT FOR SERVICE OF PROCESS (Item 5: Enter the name of the agent for service of process. The agent may be an Individual residing in California or a corporation that has filed a certificate pursuant to California Corporations Code section 1505, Item 6: If the agent is an Individual, enter the agent’s business or residential address in California, Item 7: If the converting entity is a California limited partnership, enter the mailing address of the Individual or corporate agent. Check the box and omit the mailing address if the agent’s mailing address is the same as the address in Item 6.) |
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| CT Corporation System |
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6. | IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA | CITY | | STATE | ZIP CODE |
| | | | CA | |
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7. | MAILING ADDRESS OF AGENT FOR SERVICE OF PROCESS | CITY | | STATE | ZIP CODE |
| 818 West Seveth Street | Los Angeles | | CA | 90017 |
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| o THE MAILING ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IS THE SAME AS THE AGENT’S BUSINESS OR RESIDENTIAL ADDRESS IN ITEM 6. |
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| Converting Entity Information |
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8. | NAME OF CONVERTING ENTITY |
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| Eastern Sierra Energy Company |
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9. | FORM OF ENTITY | 10. JURISDICTION | 11. CA SECRETARY OF STATE FILE NUMBER, IF ANY |
| Corporation | Delaware | C1610030 |
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12. | THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS: STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE AND THE PERCENTAGE VOTE REQUIRED OF EACH CLASS |
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| 100 shares of Common stock issued and authorized 100% |
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| Additional Information |
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13. | ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. |
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14. | I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. |
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| June 14, 2012 | | |
| DATE | | |
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| /s/ Randall Hickok | | Randall Hickok, Vice President |
| SIGNATURE OF AUTHORIZED PERSON | | TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON |
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| /s/ Jennifer Hein | | Jennifer Hein, Secretary |
| SIGNATURE OF AUTHORIZED PERSON | | TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON |
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LLC-1A (REV 04/2010) | | APPROVED BY SECRETARY OF STATE |
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1610030
| FILED In the Office of the Secretary of State of the State of California |
| | MAR 28 1988 |
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| | /s/ March Fong Eu |
| | MARCH FONG EU, Secretary of State |
ARTICLES OF INCORPORATION
OF
EASTERN SIERRA ENERGY COMPANY
I
The name of the corporation is Eastern Sierra Energy Company.
II
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than a banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
III
The name and address in the State of California of the corporation’s initial agent for service of process are:
Alan M. Fenning
18872 MacArthur Boulevard, Suite 400
Irvine, California 92715
IV
This corporation is authorized to issue only one class of shares, which shall be designated “common” shares. The total authorized number of such shares authorized to be issued is ten thousand (10,000) shares.
Dated: | March 24, 1988. | | |
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| | /s/ Douglas B. Whiting |
| | Douglas B. Whiting |