EXHIBIT 3.103
CERTIFICATE OF INCORPORATION
OF
NRG WEST COAST INC.
FIRST. The name of the corporation is NRG West Coast Inc.
SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.
FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.
SIXTH. The corporation is to have perpetual existence.
SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.
EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.
NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.
/s/ Michael J. Young
--------------------------------
Michael J. Young
Incorporator
CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG EL SEGUNDO INC.
WITH AND INTO
NRG WEST COAST INC.
Pursuant to Section 253 of the General
Corporation Law of the State of Delaware
NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows:
1. The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.
2. The Company owns all of the outstanding shares of stock of NRG
El Segundo Inc., a Delaware corporation ("El Segundo").
3. The Company hereby merges El Segundo with and into the
Company.
4. The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of El Segundo with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 29th day of June,
1999.
NRG WEST COAST INC.
/s/ Craig A. Mataczynski
--------------------------------
Name: Craig A. Mataczynski
Title: President
EXHIBIT A
UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.
The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:
RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further
RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II"), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further
RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and El Segundo be merged with and into the Company, the Company shall
remain as the surviving company and the separate existence of each of Cabrillo
I, Cabrillo II, Long Beach and E1 Segundo shall cease (the "Mergers"); and
further
RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further
RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as the acts and deeds of the Company.
RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.
/s/ Stanley M. Marks /s/ Craig A. Mataczynski
- ---------------------------- ----------------------------
Stanley M. Marks Craig A. Mataczynski
/s/ David H. Peterson
- ----------------------------
David H. Peterson
CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG LONG BEACH INC.
WITH AND INTO
NRG WEST COAST INC.
Pursuant to Section 253 of the General
Corporation Law of the State of Delaware
NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows;
1. The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.
2. The Company owns all of the outstanding shares of stock of NRG
Long Beach Inc., a Delaware corporation ("Long Beach").
3. The Company hereby merges Long Beach with and into the
Company.
4. The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of Long Beach with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 29th day of June,
1999.
NRG WEST COAST INC.
By: /s/ Craig A. Mataczynski
--------------------------------
Name: Craig A. Mataczynski
Title: President
EXHIBIT A
UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.
The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:
RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further
RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further
RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and El Segundo be merged with and into the Company, the Company shall
remain as the surviving company and the separate existence of each of Cabrillo
I, Cabrillo II, Long Beach and El Segundo shall cease (the "Mergers"); and
further
RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further
RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as me acts and deeds of the Company.
RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.
/s/ Stanley M. Marks /s/ Craig A. Mataczynski
- --------------------------- ------------------------------
Stanley M. Marks Craig A. Mataczynski
/s/ David H. Peterson
- --------------------------
David H. Peterson
CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG CABRILLO I INC.
WITH AND INTO
NRG WEST COAST INC.
Pursuant to Section 253 of the General
Corporation Law of the State of Delaware
NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows:
1. The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.
2. The Company owns all of the outstanding shares of stock of NRG
Cabrillo I Inc., a Delaware corporation ("Cabrillo I").
3. The Company hereby merges Cabrillo I with and into the
Company.
4. The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of Cabrillo I with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 28th day of June,
1999.
NRG WEST COAST, INC.
By: /s/ Craig A. Mataczynski
--------------------------------
Name: Craig A. Mataczynski
Title: President
EXHIBIT A
UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.
The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:
RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further
RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II"), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further
RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and El Segundo be merged with and into the Company, the Company
shall remain as the surviving company and the separate existence of each of
Cabrillo I, Cabrillo II, Long Beach and El Segundo shall cease (the "Mergers");
and further
RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further
RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as the acts and deeds of the Company.
RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.
/s/ Stanley M. Marks /s/ Craig A. Mataczynski
- -------------------------- --------------------------------
Stanley M. Marks Craig A. Mataczynski
/s/ David H. Peterson
- --------------------------
David H. Peterson
CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG CABRILLO II INC.
WITH AND INTO
NRG WEST COAST INC.
Pursuant to Section 253 of the General
Corporation Law of the State of Delaware
NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows:
1. The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.
2. The Company owns all of the outstanding shares of stock of NRG
Cabrillo II Inc., a Delaware corporation ("Cabrillo II").
3. The Company hereby merges Cabrillo II with and into the
Company.
4. The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of Cabrillo II with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 28th day of June,
1999.
NRG WEST COAST, INC.
By: /s/ Craig A. Mataczynski
----------------------------
Name: Craig A. Mataczynski
Title: President
EXHIBIT A
UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.
The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:
RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further
RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further
RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and E1 Segundo be merged with and into the Company, the Company shall
remain as the surviving company and the separate existence of each of Cabrillo
I, Cabrillo II, Long Beach and El Segundo shall cease (the "Mergers"); and
further
RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further
RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as the acts and deeds of the Company.
RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.
/s/ Stanley M. Marks /s/ Craig A. Mataczynski
- -------------------------------- --------------------------------
Stanley M. Marks Craig A. Mataczynski
/s/ David H. Peterson
- --------------------------------
David H. Peterson
CERTIFICATE OF FORMATION
OF
NRG WEST COAST LLC
The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:
1. Name: The name of the limited liability company is NRG West
Coast LLC.
2. Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the
limited liability company is Timothy W. O'Brien, NRG Energy, Inc., 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG West Coast LLC this 31st day of December 2002.
/s/ Timothy W. O'Brien
--------------------------------
Timothy W. O'Brien
Authorized Person
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A LIMITED LIABILITY COMPANY
PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL
CORPORATION LAW
1. The name of the corporation is NRG West Coast Inc.
2. The date on which the original Certificate of Incorporation
was filed with the Secretary of State is June 2, 1999.
3. The name of the limited liability company into which the
corporation is herein being converted is NRG West Coast LLC.
4. The conversion has been approved in accordance with the
provisions of Section 266.
By: /s/ David Lloyd
----------------------------
David Lloyd
Secretary