EXHIBIT 3.1
CERTIFICATE OF FORMATION
OF
ELWOOD ENERGY LLC
This Certificate of Formation of Elwood Energy LLC (the "LLC") dated as of
May 12, 1998, is being duly executed and filed by Patricia Merrill, as an
authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act.
First. The name of the limited liability company formed hereby is Elwood
Energy LLC.
Second. The address of the registered office of the LLC in the State of
Delaware is c/o Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, County of New Castle, Wilmington, Delaware 19801.
Third. The name and address of the registered agent for service of process
on the LLC in the State of Delaware is Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware
19801.
In Witness Whereof, the undersigned has executed this Certificate of
Formation as of the date first written above.
/s/ Patricia Merrill
--------------------
Patricia Merrill
Authorized Person
CERTIFICATE OF MERGER
ELWOOD ENERGY II, LLC (a Delaware limited liability company)
INTO
----
ELWOOD ENERGY LLC (a Delaware limited liability company)
This Certificate of Merger is hereby filed with the Delaware Secretary of
State pursuant to Section 18-209(c) of the Delaware Limited Liability Company
Act.
1. Names and Jurisdictions. The name and jurisdiction of formation of
-----------------------
each limited liability company to merge has been set forth below:
Name Jurisdiction of Formation
---- -------------------------
Elwood Energy LLC Delaware
Elwood Energy II, LLC Delaware
2. Approval of Agreement and Plan of Merger. An Agreement and Plan of
----------------------------------------
Merger has been approved and executed by each of the limited liability companies
to merge.
3. Name of Surviving Limited Liability Company. The name of the
-------------------------------------------
surviving limited liability company is set forth below:
Elwood Energy LLC
4. Document on File. The Agreement and Plan of Merger is on file at the
----------------
principal place of business of the surviving limited liability company, which is
located at:
Elwood Energy LLC
120 Tredegar Street
Richmond, Virginia 23219
5. Copy To Be Furnished. A copy of the Agreement and Plan of Merger
--------------------
will be furnished by the surviving limited liability company, on request and
without cost, to any member of any limited liability company to merge.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed on
the date shown below by an authorized person of the surviving limited liability
company in the merger.
DATE OF FILING: August 2, 2001
Elwood Energy LLC
By: /s/ James W. Braswell
---------------------
James W. Braswell
Manager
CERTIFICATE OF MERGER
ELWOOD ENERGY III, LLC (a Delaware limited liability company)
INTO
----
ELWOOD ENERGY LLC (a Delaware limited liability company)
This Certificate of Merger is hereby filed with the Delaware Secretary of
State pursuant to Section 18-209(c) of the Delaware Limited Liability Company
Act.
1. Names and Jurisdictions. The name and jurisdiction of formation of
-----------------------
each limited liability company to merge has been set forth below:
Name Jurisdiction of Formation
---- -------------------------
Elwood Energy LLC Delaware
Elwood Energy III, LLC Delaware
2. Approval of Agreement and Plan of Merger. An Agreement and Plan of
----------------------------------------
Merger has been approved and executed by each of the limited liability companies
to merge.
3. Name of Surviving Limited Liability Company. The name of the
-------------------------------------------
surviving limited liability company is set forth below:
Elwood Energy LLC
4. Document on File. The Agreement and Plan of Merger is on file at the
----------------
principal place of business of the surviving limited liability company, which is
located at:
Elwood Energy LLC
120 Tredegar Street
Richmond, Virginia 23219
5. Copy To Be Furnished. A copy of the Agreement and Plan of Merger
--------------------
will be furnished by the surviving limited liability company, on request and
without cost, to any member of any limited liability company to merge.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed on
the date shown below by an authorized person of the surviving limited liability
company in the merger.
DATE OF FILING: August 3, 2001
Elwood Energy LLC
By: /s/ James W. Braswell
---------------------
James W. Braswell
Manager