EXHIBIT 3.27
CERTIFICATE OF FORMATION
OF
NEO CHESTER-GEN 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 NEO
Chester-Gen 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 Tammie S. Ptacek, NEO Corporation, 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NEO Chester-Gen LLC this 12th day of July, 2000.
/s/ Tammie S. Ptacek
-----------------------
Tammie S. Ptacek
Authorized Person
CERTIFICATE OF MERGER
Statoil Energy Power/Bethlehem, Inc., a Pennsylvania corporation
("SEPB") and NEO Chester-Gen LLC, a Delaware limited liability company ("NEO
Chester"), do hereby agree and certify that:
1. Attached hereto and incorporated herein by reference is the
Plan and Agreement of Merger dated September 12, 2000, to become effective at
the close of business on the Effective Date of Merger, as defined therein (the
"Plan"), which has been authorized, adopted, approved, executed, certified and
acknowledged by and on behalf of SEPB pursuant to the Pennsylvania Business
Corporation Law of 1988, Subchapter C, and by and on behalf of NEO Chester
pursuant to the Delaware Limited Liability Company Act, Section 18-209.
2. NEO Power Services Inc., a Delaware corporation ("NPS") is the
sole shareholder of SEPB, By actions in writing dated effective as of September
12, 2000, the sole shareholder and the Board, of Directors of SEPB approved) the
Plan of Merger pursuant to the Pennsylvania Business Corporation Law of 1988,
Section 1924.
3. NEO Corporation, a Minnesota corporation ("NEO") is the sole
member of NEO Chester. By an action in writing dated effective as of September
12, 2000, NEO approved the Plan of Merger pursuant to the Delaware Limited
Liability Company Act, Sections 18-209 and 18-302.
4. The name of the surviving entity shall be "NEO Chester-Gen
LLC, a Delaware limited liability company.
5. The Merger shall become effective as of the close of business
on September 12, 2000.
6. A copy, of the Plan of Merger on file at the place of business
of the surviving, entity, NEO Chester Delaware limited liability company, at
1221 Nicoller Mall. Suite 700, Minneapolis, Minnesota 55403 and a copy of the
Plan of Merger will be furnished by the surviving entity on request and without
cost to any shareholder of SEPB and any member of NEO Chester.
7. NEO Chester Gen LLC, the surviving limited liability company
is a qualified foreign limited liability company formed under the laws of the
State of Delaware and the name of its commercial registered officer provider and
the county of venue is The Corporation Trust Company (Philadelphia County).
IN WITNESS WHEREOF, the parties have caused this instrument to be
executed as of September 11, 2000.
STATOIL ENERGY POWER
BETHLEHEM, INC., a Pennsylvania
corporation
By /s/ Tammie S. Ptacek
-------------------------------
Its Secretary
TAMMIE S. PTACEK
NEO CHESTER-GEN LLC a Delaware
limited liability company
By /s/ Tammie S. Ptacek
-------------------------------
Its Secretary
TAMMIE S. PTACEK
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER is made as the 12th day of September,
2000 (the "Plan") by and between Statoil Energy Power/Bethlehem, Inc. a
Pennsylvania corporation ("SEPB") and NEO Chester Gen LLC, a Delaware limited
liability company ("NEO Chester").
WHEREAS, the sole shareholder of SEPB and the sole member of NEO
Chester deem it advisable and in the best interests of both companies that SEPB
be merged with and into NEO Chester pursuant to the Pennsylvania Business
Corporation Law of 1988, Subchapter C, and the Delaware Limited Liability
Company Act, Section 18-209, and upon the terms and conditions contained in this
Plan, and have authorized and approved this Plan.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, SEPB and NEO Chester hereby adopt agree, and consent
to the following agreements, terms and conditions related to said merger (the
"Merger") and the means of carrying the same into effect.
1. Background
(a) SEPB filed its Articles of Incorporation in the Commonwealth
of Pennsylvania on November 21, 1991. Three are 100 shares of $1.00 par value
common stock of SEPB outstanding prior to the Merger.
(b) NEO Chester was organized under the laws of the State of
Delaware on July 13, 2000.
(c) NEO Power Services Inc. a Delaware corporation is the sole
shareholder of SEPB and is the only member of NEO Chester entitled to vote on
the Merger.
(d) NEO Corporation, a Minnesota corporation ("NEO) is the sole
member of NEO Chester and is the only member of NEO Chester entitled to vote on
the Merger.
2. Name of Surviving Entity: Terms and Conditions of the Merger.
On the Effective Date (as defined in paragraph 3) of the Merger, NEO
Chester (sometimes referred to herein as the "Surviving Entity") shall continue
to exist under the name NEO Chester Gen LLC. SEPB shall be merged into NEO
Chester and the separate existence of SEPB shall thereupon cease. NEO Chester as
the Surviving Entity, shall assume all the rights privileges, liabilities and
obligations of SEPB.
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3. Effective Date.
Subject to the terms and conditions hereof, the Merger shall become
effective as of the close of business on September 12, 2000 (the "Effective
Date") or, if the Certificate of Merger is field thereafter, on the date upon
which the Certificate of Merger is filed with the Department of State of the
Common wealth of Pennsylvania and the Secretary of State of the State of
Delaware.
4. Certificate of Incorporation and Bylaws.
On and after the Effective Date, the Certificate of Organization and
Operating Agreement of NEO Chester shall remain in effect as the Certificate of
Organization and Operating Agreement of the Surviving Entity, subject to
amendment as provided by law, and may be certified, separate and apart from the
Plan, as the amended Certificate of Organization and Operating Agreement of the
Surviving Entity.
5. Officers of Surviving Entity.
The officers of NEO Chester shall remain the officers of the Surviving
Entity on the Effective Date and shall serve at the pleasure of the Surviving
Entity's member or members.
6. Status and Surrender of Securities.
(a) On the Effective Date, each outstanding share of capital stock
of SEPB shall be automatically retired and canceled.
(b) On the Effective Date, the sole member of NEO Chester shall
remain the sole member of NEO Chester.
7. Amendment, Extension and Waiver.
At any time prior to the Effective Date, this Plan may be amended to
the extent permitted by applicable law. The Plan may not be amended except in
writing signed on behalf of each of the parties hereto. Any agreement on the
part of a party hereto to any extension or waiver shall be valid only if set
forth in writing signed on behalf of such party.
8. Certain Effects of the Merger.
On the Effective Date:
(a) SEPB shall merge with and into NEO Chester the Surviving
Entity. The name of the Surviving Entity shall be "NEO Chester Gen LLC", a
Delaware limited liability company;
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(b) The separate existence of SEPB shall cease;
(c) NEO Chester, the Surviving Entity, shall have all of the
rights, privileges, immunities, and powers and shall be subject to all of the
duties and liabilities, of a limited liability company organized under the
Delaware Limited Liability Company Act;
(d) NEO Chester, the Surviving Entity, shall possess all of the
right, privileges, immunities, and franchises of a public nature, as well as of
a private nature, of SEPB. All property, real, personal, and mixed, and all
debts due on any account, including subscriptions to shares and all other things
in action, and every other interest of or belonging to or due to SEPB shall vest
in NEO Chester without any further act or deed. Confirmatory deeds assignments,
or similar instruments to accomplish that vesting, may be signed and delivered
at any time in the name of SEPB by its last officers. The title to any real
estate or any interest held by SEPB which vests in NEO Chester shall not revert
nor any way become impaired by reason of the Merger: and
(e) As of the Effective Date, NEO Chester shall be responsible and
liable for all the liabilities and obligations of SEPB. A claim of or against,
or a pending proceeding by or against, substituted in the place of SEPB.
9. Miscellaneous.
(a) This Plan (including the documents and instruments referred
herein): (i) constitutes the entire agreement of the parties hereto and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof; and (ii) is not intended
to confer upon any other person any rights or remedies hereunder.
(b) All section headings are inserted for convenience only and
shall not affect the interpretation of this Plan.
(c) This Plan may be executed in one or more counterparts each of
which shall be deemed an original, which together constitute one and the same
instrument.
(d) Both before and after the effectiveness of the Merger, the
registered address of NEO Chester shall be: The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801.
(e) Notwithstanding the approval of this Plan of Merger by the
sole shareholder of SEPB and the sole member of NEO Chester, this Plan of Merger
may be abandoned at any time prior to the effective date of the Merger.
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IN WITNESS WHEREOF, as of the date and year first above written, SEPB,
pursuant to authority given by its sole shareholder, has caused this Plan to be
adopted and signed by its duly authorized officer; NEO Chester, pursuant to
authority given by its sole member, has caused this Plan to be adopted and
signed by its duly authorized officer.
STATOIL ENERGY POWER/BETHLEHEM, NEO CHESTER-GEN LLC
INC.
By: /s/ Tammie S. Ptacek By: /s/ Tammie S. Ptacek
------------------------ -----------------------
Its: Secretary Its: secretary
TAMMIE S. PTACEK TAMMIE S. PTACEK
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