Exhibit 3.35
CERTIFICATE OF INCORPORATION
OF
STATOIL ENERGY FAIRLESS HILLS, INC.
FIRST: The name of this corporation shall be:
STATOIL ENERGY FAIRLESS HILLS, INC.
SECOND: Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle and its
registered agent at such address is CORPORATION SERVICE COMPANY.
THIRD: The purpose or purposes of the corporation shall be;
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 of stock which this corporation is
authorized to issue is: 1,000 shares of Common Stock at $1,00 par value.
FIFTH: The name and address of the incorporator is as follows:
Statoil Energy. Inc.
2800 Eisenhower Avenue
Alexandria, VA 22314
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH: No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
directors duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein
before named, has executed signed and acknowledged this certificate of
incorporation this 5th day of April, 2000.
STATOIL ENERGY, INC.,
Incorporator
By: /s/ Gerard R. McConnell
-------------------------
Name: Gerard R. McConnell
Title: Secretary
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STATOIL ENERGY FAIRLESS HILLS, INC.
STATOIL ENERGY FAIRLESS HILLS, INC., a corporation organized and
existing under and by virtue of the General Corporation LAW of the State of
Delaware, DOES HEREBY CERTIFY:
1. The name of the corporation (hereinafter the "Corporation")
is:
STATOIL ENERGY FAIRLESS HILLS, INC.
2. The following amendment to the Certificate of Incorporation of
the Corporation has been adopted:
Paragraph I is amended to read as follows:
The name of the corporation is; STATOIL ENERGY POWER
GENERATION, INC.
3. On April 25, 2000, the Amendment was approved by the
Corporation's sole shareholder by a vote of more than two-thirds of all of the
votes entitled to vote thereon, in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
4. The Certificate of Amendment shall become effective upon the
filing thereof adopted in accordance with the applicable provisions of Sections
242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, signed and dated this 26th day of April, 2000.
STATOIL ENERGY FAIRLESS HILLS, INC
By: /s/ Gerard R. McConnell
---------------------------
Gerard R. McConnell
Secretary
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
STATOIL ENERGY POWER GENERATION, INC.
(PURSUANT TO SECTION 242)
I, the undersigned Tammie S. Ptacek, Secretary of Statoil Energy Power
Generation, Inc. (the "Company"), a corporation subject to the provisions of the
Delaware General Corporation Law, do hereby certify that pursuant to a Joint
Written Action of the Sole Shareholder and the Board of Directors Taken in
Writing in Lieu of a Meeting dated effective as of September 12, 2000, the
following resolution was adopted:
"RESOLVED; that Article 1 of the Company's Articles of Incorporation be
and hereby is amended and replaced in its entirety with the following:
ARTICLE 1
The name of the Corporation is NEO Power Services Inc.
IN WETNESS WHEREOF, I have hereunto set my hand effective as of this
11th day of September, 2000:
BY: /s/ Tammie S. Ptacek
--------------------------
Tammie S. Ptacek
Secretary
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
NEO Power Services. Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle
The Board of Directors of NEO Power Services Inc. adopted the following
resolution on the 12th day of September, 2000.
Resolved, that the registered office of NEO Power Services Inc in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, NEO Power Services. Inc. has caused this statement
to be signed by Tammie S. Ptacek, its Secretary, this 19th day of March, 2001.
NEO Power Services. Inc.
/s/ Tammie S. Ptacek
--------------------------
Secretary
Tammie S. Ptacek