Exhibit 3.3
CORPORATE ACCESS NUMBER: 2014257055
Alberta
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
1425705 ALBERTA LTD.
WAS INCORPORATED IN ALBERTA ON 2008/09/16.
| BUSINESS CORPORATIONS ACT | FORM 1 |
Alberta | | Articles of Incorporation |
1. Name of Corporation
1425705 ALBERTA LTD.
2. The classes of shares, and any maximum number of shares that the corporation is authorized to issue:
One class of shares, to be designated as “Common Shares”, in an unlimited number.
3. Restrictions on share transfers (if any):
The attached Schedule of Restrictions on Share Transfers is incorporated into and forms part of this form.
4. Number, or minimum and maximum number, of directors that the corporation may have:
Not less than One (1) director and not more than Seven (7) directors.
5. If the corporation is restricted FROM carrying on a certain business, or restricted TO carrying on a certain business, specify the restriction(s):
None
6. Other rules or provisions (if any):
The attached Schedule of Other Provisions is incorporated into and forms part of this form.
7. Dated: September 16, 2008
Incorporators
Name of Person Authorizing (please print) | | Address: (including postal code) | | Signature |
Carolyn E. Simpson | | 4500, 855 - 2nd Street S.W. | | /s/ Carolyn E. Simpson |
| | Calgary, Alberta T2P 4K7 | | |
| REGISTERED ON |
| THE ALBERTA REGISTRIES |
| CORES SYSTEM |
| |
| SEP 16 2008 |
SCHEDULE OF RESTRICTIONS ON SHARE TRANSFERS
The right to transfer shares of the Corporation is restricted in that no shareholder shall be entitled to transfer any share or shares in the capital of the Corporation to any person who is not a shareholder of the Corporation unless the transfer has been approved by the board of directors of the Corporation.
SCHEDULE OF OTHER PROVISIONS
1. The number of direct or indirect beneficial owners of securities of the Corporation will be limited to not more than 50, not including employees and former employees of the Corporation or any of its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Corporation, in which case each beneficial owner or each beneficiary of the person, as the case may be, shall be counted as a separate beneficial owner. For purposes of this paragraph, the term “securities” does not include non-convertible debt securities of the Corporation.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The Corporation has a lien on the shares of a shareholder or his legal representative for a debt of that shareholder to the Corporation.
4. The right to transfer securities of the Corporation, other than non-convertible debt securities, is restricted in that no securityholder shall be entitled to transfer any securities of the Corporation to any person who is not a securityholder of the Corporation unless the transfer has been approved by the board of directors of the Corporation.
Articles of Incorporation
For
1425705 ALBERTA LTD.
Share Structure: | | ONE CLASS OF SHARES, TO BE DESIGNATED AS “COMMON SHARES”, IN AN UNLIMITED NUMBER. |
Share Transfers Restrictions: | | THE ATTACHED SCHEDULE OF RESTRICTIONS ON SHARE TRANSFERS IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
| | |
Number of Directors: | | |
Min Number of Directors: | | 1 |
Max Number of Directors: | | 7 |
Business Restricted To: | | NONE. |
Business Restricted From: | | NONE. |
Other Provisions: | | THE ATTACHED SCHEDULE OF OTHER PROVISIONS IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
| | |
| | Registration Authorized By: | CAROLYN E. SIMPSON |
| | | INCORPORATOR |
Incorporate Alberta Corporation - Registration Statement
Alberta Registration Date: 2008/09/16
Corporate Access Number: 2014257055
Service Request Number: | | 12085327 |
Alberta Corporation Type: | | Numbered Alberta Corporation |
Legal Entity Name: | | 1425705 ALBERTA LTD. |
French Equivalent Name: | | |
Nuans Number: | | |
Nuans Date: | | |
French Nuans Number: | | |
French Nuans Date: | | |
| | |
REGISTERED ADDRESS | | |
Street: | | 4500, 855 - 2ND STREET S.W. |
Legal Description: | | |
City: | | CALGARY |
Province: | | ALBERTA |
Postal Code: | | T2P 4K7 |
| | |
RECORDS ADDRESS | | |
Street: | | 400, 607 - 8TH AVENUE S.W. |
Legal Description: | | |
City: | | CALGARY |
Province: | | ALBERTA |
Postal Code: | | T2P 0A7 |
|
ADDRESS FOR SERVICE BY MAIL |
Post Office Box: | | |
City: | | |
Province: | | |
Postal Code: | | |
Internet Mail ID: | | |
| | |
Share Structure: | | ONE CLASS OF SHARES, TO BE DESIGNATED AS “COMMON |
| | SHARES”, IN AN UNLIMITED NUMBER. |
Share Transfers Restriction: | | THE ATTACHED SCHEDULE OF RESTRICTIONS ON SHARE TRANSFERS IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
| | |
| | |
Number of Directors: | | |
Min Number Of Directors: | | 1 |
Max Number Of Directors: | | 7 |
Business Restricted To: | | NONE. |
Business Restricted From: | | NONE. |
Other Provisions: | | THE ATTACHED SCHEDULE OF OTHER PROVISIONS IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
| | |
Professional Endorsement Provided: | | |
Future Dating Required: | | |
Registration Date: | | 2008/09/16 |
|
Director | | |
| | |
Last Name: | | POPE |
First Name: | | DAVID |
Middle Name: | | |
Street/Box Number: | | 400, 607 - 8TH AVENUE S.W. |
City: | | CALGARY |
Province: | | ALBERTA |
Postal Code: | | T2P 0A7 |
Country: | | |
Resident Canadian: | | Y |
| | |
Last Name: | | WARD |
First Name: | | ANDREW |
Middle Name: | | W. |
Street/Box Number: | | 712 FIFTH AVENUE, 51ST FLOOR |
City: | | NEW YORK |
Province: | | NEW YORK |
Postal Code: | | 10019 |
Country: | | |
Resident Canadian: | | |
| | | | |
Last Name: | | TICHIO |
First Name: | | ROBERT |
Middle Name: | | |
Street/Box Number: | | 712 FIFTH AVENUE, 51ST FLOOR |
City: | | NEW YORK |
Province: | | NEW YORK |
Postal Code: | | 10019 |
Country: | | |
Resident Canadian: | | |
Last Name: | | LAPEYRE, JR. |
First Name: | | PIERRE |
Middle Name: | | F. |
Street/Box Number: | | 712 FIFTH AVENUE, 51ST FLOOR |
City: | | NEW YORK |
Province: | | NEW YORK |
Postal Code: | | 10019 |
Country: | | |
Resident Canadian: | | |
Attachment
Attachment Type | | Microfilm Bar Code | | Date Recorded |
Other Rules or Provisions | | ELECTRONIC | | 2008/09/16 |
Restrictions on Share Transfers | | ELECTRONIC | | 2008/09/16 |
Registration Authorized By: CAROLYN E. SIMPSON
INCORPORATOR
CORPORATE ACCESS NUMBER: 2014257055
Alberta
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMENDMENT
1425705 ALBERTA LTD.
CHANGED ITS NAME TO GEP MIDSTREAM FINANCE CORP. ON 2008/10/15.
BUSINESS CORPORATIONS ACT
Alberta | ARTICLES OF AMENDMENT |
1. | Name of Corporation | 2. | Corporate Access Number |
| | | |
| 1425705 ALBERTA LTD. | | 2014257055 |
| | | |
3. | Pursuant to subsection 173(1)(a) of the Business Corporations Act (Alberta), the Articles of the Corporation be amended by changing the name of the Corporation from 1425705 Alberta Ltd. to GEP MIDSTREAM FINANCE CORP. |
|
4. | DATE | SIGNATURE | TITLE |
| | | |
| 6 day of Oct, 2008. | /s/ Robert Tichio | DIRECTOR |
| | ROBERT TICHIO | |
| | | | | |
| REGISTERED ON |
| THE ALBERTA REGISTRIES |
| CORES SYSTEM |
| |
| OCT 15 2008 |
Name Change Alberta Corporation - Registration Statement
Alberta Amendment Date: 2008/10/15
Service Request Number: | 12211191 |
Corporate Access Number: | 2014257055 |
Legal Entity Name: | 1425705 ALBERTA LTD. |
French Equivalent Name: | |
Legal Entity Status: | Active |
| |
Alberta Corporation Type: | Named Alberta Corporation |
New Legal Entity Name: | GEP MIDSTREAM FINANCE CORP. |
New French Equivalent Name: | |
Nuans Number: | 94286586 |
Nuans Date: | 2008/10/02 |
French Nuans Number: | |
French Nuans Date: | |
| | |
Professional Endorsement Provided:
Future Dating Required:
Annual Return
No Records returned
Attachment
Attachment Type | | Microfilm Bar Code | | Date Recorded |
Other Rules or Provisions | | ELECTRONIC | | 2008/09/16 |
Restrictions on Share Transfers | | ELECTRONIC | | 2008/09/16 |
Registration Authorized By: CAROLYN E. SIMPSON
SOLICITOR
