Exhibit 3.1
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STATE OF CALIFORNIA
CERTIFICATE OF LIMITED PARTNERSHIP-FORM LP-1
IMPORTANT-Read instructions on back before completing this form
This Certificate is presented for filing pursuant to Chapter 3, Article 2, Section 15621, California Corporations Code.
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1. NAME OF LIMITED PARTNERSHIP
Zond Windsystem Partners, Ltd. Series 85-C, a California Limited Partnership
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2. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE | 3. CITY and STATE | 4. ZIP CODE
112 South Curry Street | Tehachapi, CA | 93561
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5. STREET ADDRESS OF CALIFORNIA OFFICE IF EXECUTIVE OFFICE IN ANOTHER | 6. CITY | 7. ZIP CODE
STATE | CALIF |
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8. COMPLETE IF LIMITED PARTNERSHIP WAS FORMED PRIOR TO JULY 1, 1984 AND IS IN EXISTENCE ON DATE THIS CERTIFICATE IS EXECUTED.
THE ORIGINAL LIMITED PARTNERSHIP WAS RECORDED ON 19 WITH THE
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RECORDER OF COUNTY. FILE OR RECORDATION NUMBER
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9. NAMES AND ADDRESSES OF ALL GENERAL PARTNERS (Continue on Second Page, if necessary)
NAME: Zond Windsystems Management Corporation V
ADDRESS: 112 South Curry Street
CITY: Tehachapi STATE California ZIP CODE 93561
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9A.
NAME:
ADDRESS:
CITY: STATE ZIP CODE
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9B.
NAME:
ADDRESS:
CITY: STATE ZIP CODE
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10. NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS
NAME: Craig A. Anderson, Esq.
ADDRESS: 17752 Skypark Circle, Suite 150
CITY: Irvine STATE California ZIP CODE 92714
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11. TERM FOR WHICH THIS PARTNERSHIP IS TO EXIST
December 31, 2005
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12. FOR THE PURPOSE OF FILING AMENDMENTS, DISSOLUTION AND CANCELLATION CERTIFICATES PERTAINING TO THIS CERTIFICATE THE
ACKNOWLEDGMENT OF 1 GENERAL PARTNERS IS REQUIRED.
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13. ANY OTHER MATTERS THE GENERAL PARTNERS DESIRE TO INCLUDE IN THIS CERTIFICATE MAY BE NOTED ON SEPARATE PAGES AND BY
REFERENCE HEREIN IS A PART OF THIS CERTIFICATE NUMBER OF PAGES ATTACHED 7
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14. IT IS HEREBY DECLARED THAT I AM (WE ARE) THE PERSON(S) WHO EXECUTED THIS CERTIFICATE OF LIMITED PARTNERSHIP. WHICH EX-
ECUTION IS MY (OUR) ACT AND DEED (SEE INSTRUCTIONS)
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|| 15. THIS SPACE FOR FILING OFFICER
|| USE (FILE NUMBER, DATE OF FILING)
/s/ Craig A. Anderson 10-23-85 ||
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SIGNATURE OF GENERAL PARTNER DATE SIGNATURE OF GENERAL PARTNER DATE ||
||
Craig A. Anderson, Senior Vice President ||
Zond Windsystems Management Corporation V ||
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SIGNATURE OF GENERAL PARTNER DATE SIGNATURE OF GENERAL PARTNER DATE || In the office of the Secretary of State
|| of the State of California
||
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SIGNATURE OF OTHER THAN GENERAL PARTNER TITLE OR DESIGNATION DATE ||
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16. RETURN ACKNOWLEDGMENT TO: || March Fong Eu
||
NAME Rebecca Foster, Esq. PARASEC INCORPORATED ||
ADDRESS Kindel & Anderson 1314 H Street, Suite 101 || MARCH FONG EU
CITY AND 555 South Flower Street Sacramento, CA 95814 || SECRETARY OF STATE
STATE 26th Floor ||
ZIP CODE Los Angeles, CA 90071 ||
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FORM LP-1-FILING FEE $70 ||
APPROVED BY THE SECRETARY OF STATE ||
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Craig A. Anderson, Esq.
17752 Skypark Circle, Suite 150
Irvine, California 92714
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(Above Space for Recorder's Use Only)
AGREEMENT OF LIMITED PARTNERSHIP
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OF
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ZOND WINDSYSTEM PARTNERS, LTD. SERIES 85-C,
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A CALIFORNIA LIMITED PARTNERSHIP
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This is the Agreement of Limited Partnership of Zond Windsystem
Partners, Ltd. Series 85-C, a California limited partnership.
1. Name of the Partnership.
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Zond Windsystem Partners, Ltd. Series 85-C, a California limited
partnership.
2. The Character of the Business.
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The business and purposes of the Partnership are to engage (i) in the
purchase, operation and management of a wind driven electrical generating
facility (the "Windsystem") (including the sale of electricity produced by the
Windsystem), and (ii) in any and all general business activities related or
incidental to any of the foregoing. The Partnership shall not engage in any
other business without the prior consent of all Partners.
3. Location of the Principal place of business.
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112 South Curry Street
Tehachapi, California 93561
4. Name and place of residence of each member: General and Limited
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Partners being respectively Designated.
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The names and addresses of the General Partner and the Original
Limited Partner as set forth on the signature page hereof.
5. Term for which the Partnership is to exist.
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The term shall be from the date on which this Agreement of
Limited Partnership is filed with the Secretary of State of the State of
California until December 31, 2005 unless the Partnership is dissolved at an
earlier date by reason of:
(a) the withdrawal, bankruptcy, assignment for the benefit of
creditors, dissolution, death, disability or insanity of a General Partner, or
any other event which results in such entity ceasing to be a General Partner,
unless within 60 days from the date of any such occurrence, either (i) the
remaining General Partners, if any, or (ii) all of the Limited Partners elect to
continue the business of the Partnership;
(b) an election to dissolve the Partnership made in writing by
partners holding a majority in interest;
(c) the sale, exchange or other disposition of all or
substantially all of the property of the Partnership; or
(d) any other event which under the laws of the State of
California would cause its dissolution.
6. Amount of cash and description of and the agreed value of the
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other property, if any, contributed by the Original Limited
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Partner.
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The capital contribution of the Original Limited Partner is $100.
7. Additional contributions, if any, agreed to be made by the
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Original Limited Partner and the times at which or events on the
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happening of which they shall be made.
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None.
8. The time, if agreed upon, when the contribution of the Original
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Limited Partner is to be returned.
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No Partner shall be entitled to demand the return of his capital
contribution, except as provided in Section 15516 of the California Uniform
Limited Partnership Act (the "Act") or the successor Section thereto.
9. Share of the profits or the other compensation by way of income
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which a Limited Partner shall receive by reason of his
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contribution.
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The Limited Partners shall receive 99% of the Partnership's
profits, gains, losses, deductions, credits and distribution.
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10. The right, if given, of a Limited Partner to substitute an
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assignee as contributor in his place, and terms and conditions of
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the substitution.
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A Limited Partner may not sell, transfer, assign or subject to a
security interest all or any part of his interest in the Partnership except as
permitted by this Section 10, and any act in violation of this Section 10 shall
be null and void ab initio.
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(a) A Limited Partner may sell, transfer, assign or subject to a
security interest any portion or all of his interest in the Partnership;
provided, however, that:
(i) a Limited Partner first offers to assign to the
Partnership his interest in the Partnership which he seeks to transfer for value
upon the same terms and conditions as were offered to the Limited Partner
pursuant to a bona fide offer by any third party;
(ii) the sale, transfer, assignment or security interest is
not with respect to a fraction of interest;
(iii) a Limited Partner and his purchaser, transferee or
assignee executes, acknowledges and delivers to the General Partner such
instruments of transfer and assignment with respect to such transaction as are
in form and substance satisfactory to the General Partner;
(iv) a Limited Partner pays the Partnership a fee which
shall be determined by the General Partner and is sufficient to pay all
reasonable expenses of the Partnership in connection with such transaction;
(v) the purchase, transfer, assignment or security interest
shall not be in violation of any applicable federal or state securities laws,
including the Securities Act of 1933, as amended, it being understood and agreed
that the General Partner may require as a condition to any such sale, transfer,
assignment or security interest that the Partnership be furnished with an
opinion of counsel, which counsel and opinion shall be satisfactory to the
General Partner, to the foregoing effect.
(b) If the General Partner consents to the admission of a person
as a substituted Limited Partner within the meaning of the Act and such person:
(i) elects to become a substituted Limited Partner by
delivering a written notice of such election to the General Partner;
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(ii) executes and acknowledges such other instruments as the
General Partner may deem necessary or advisable to effect the admission of such
person as a substitute Limited Partner, including without limitation, the
written acceptance and adoption by such person of the provisions of this
Agreement; and
(iii) pays a transfer fee, if any, as is determined by the
General Partner to be required to pay the costs of admission as a substituted
Limited Partner, including, without limitation, the cost of preparing and filing
of record an amendment to this Agreement in accordance with the Act;
this Agreement shall be amended (at least once in each calendar quarter) in
accordance with the provisions of the Act, all other steps shall be taken which,
in the opinion of the General Partner, are reasonably necessary to admit such
person under the Act as a substituted Limited Partner, and such person shall
thereupon become a substituted Limited Partner within the meaning of the Act.
(c) The General Partners, or any of them, if more than one, may
(but shall not be obligated to) acquire the interest of a Limited Partner, and,
if with respect to such interest, a General Partner becomes a substituted
Limited Partner within the meaning of the Act, the General Partner shall, with
respect to such interest, enjoy all rights and be subject to all of the
obligations and duties of a Limited Partner;
(d) This Agreement and any securities issued representing an
interest in the Partnership shall bear the following legend:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF
THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE
ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES."
11. The right, if given, of the Partners to admit additional Limited
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Partners.
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Additional Limited Partners may be admitted from time to time
provided each additional Limited Partner contributes cash or property to the
Partnership in an amount to be determined by the General Partner.
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12. The right, if given, of one or more of the Limited Partners to
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priority over the Limited Partners, as to contributions or as
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compensation by way of income and the nature of such priority.
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None.
13. The right, if given, of the remaining General Partner or
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Partners, if any, to continue the business on the death,
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retirement, dissolution, bankruptcy or insanity of a General
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Partner.
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Upon the retirement, withdrawal, bankruptcy, assignment for the
benefit of creditors, dissolution, death, disability or insanity of a General
Partner, the remaining General Partners or General Partner shall have the right
to continue the business of the Partnership with the consent of all remaining
Partners.
14. The right, if given, of a Limited Partner to vote any of the
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matters described in subdivision (b) of Section 15507 of the
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California Corporation Code, and the vote required for election
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or removal of General Partners, or to cause other action to be
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effective as to the Limited Partnership.
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A Limited Partner shall not be deemed to take part in the control
of the business of the Limited Partnership by virtue of his possessing or
exercising power, specified herein, to vote upon matters affecting the basic
structure of the Partnership, including the following matters.
(a) election or removal of General Partners;
(b) termination of the Partnership;
(c) amendment of the Partnership Agreement; and
(d) sale of all or substantially all of the assets of the
Partnership.
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy and all of which together shall
constitute one Agreement, binding on all parties hereto, notwithstanding that
all the parties shall not have signed the same counterparts.
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IN WITNESS WHEREOF, this Agreement of Limited Partnership has been
duly executed by the parties as set forth below.
GENERAL PARTNER:
Dated: October 23, 1985
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ZOND WINDSYSTEMS MANAGEMENT
CORPORATION V, a California
corporation
By /s/ Craig A. Anderson
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Craig A. Anderson
Senior Vice President - General Counsel
112 South Curry Street
Tehachapi, California 93561
(805) 822-6835
ORIGINAL LIMITED PARTNER:
Dated: October 23, 1985 CRAIG A. ANDERSON, A PROFESSIONAL
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CORPORATION
By /s/ Craig A. Anderson
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Craig A. Anderson, President
17752 Skypark Circle, Suite 150
Irvine, California 92714
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STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
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On October 23, 1985, before me, the undersigned, a Notary Public in
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and for said County and State, personally appeared Craig A. Anderson, personally
known to me or proved to me on the basis of satisfactory evidence to be the
person who executed the within instrument as the Senior Vice-President of Zond
Windsystems Management Corporation V, the corporation that executed the within
instrument on behalf of said corporation, said corporation being known to me to
be the General Partner of Zond Windsystem Partners, Ltd. Series 85-C, a
California limited partnership, and acknowledged to me that such corporation
executed the same as such Partner.
WITNESS my hand and official seal.
/s/ Laurie H. Nathanson
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Notary Public in and for
said County and State
[SEAL]
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
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On October 23, 1985, before me, the undersigned, a Notary Public in
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and for said County and State, personally appeared Craig A. Anderson, personally
known to me or proved to me on the basis of satisfactory evidence to be the
person who executed the within instrument as the President of Craig A. Anderson,
a Professional Corporation, the corporation that executed the within instrument
on behalf of said corporation, said corporation being known to me to be the
Original Limited Partner of Zond Windsystem Partners, Ltd. Series 85-C, a
California limited partnership, and acknowledged to me that such corporation
executed the same as such Partner.
WITNESS my hand and official seal.
/s/ Laurie H. Nathanson
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Notary Public in and for
said County and State
[SEAL]
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