As filed with the Securities and Exchange Commission on
July 21, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD.
(Exact name of Registrant as Specified in its Charter)
James R. O'Mara, President
Atlas Resources, Inc.
311 Rouser Road, Moon Township, Pennsylvania 15108
(412) 262-2830
(Name, Address and Telephone Number of Agent
for Service)
Copies to:
Wallace W. Kunzman, Jr., Esq. James R. O'Mara
Kunzman & Bollinger, Inc. Atlas Resources, Inc. 5100 N.
Brookline, Suite 600 311 Rouser Road
Oklahoma City, Oklahoma 73112 Moon Township,
Pennsylvania 15108
ARTICLES OF INCORPORATION
OF ATLAS RESOURCES, INC.
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Exhibit 3(a)
COMMONWEALTH OF PENNSYLVANIA
688825
Department of State
To All to Whom These Presents Shall Come, Greeting:
WHEREAS, Under the provisions of the Business Corporation Law,
approved
the 5th day of May, Anno Domini one thousand nine hundred and
thirty-three, P. L. 364, as amended, the Department of State is
authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation
organized under the terms of that law, and
WHEREAS, The stipulations and conditions of that law have been
fully complied with by the persons desiring to incorporate as
ATLAS RESOURCES, INC.
THEREFORE, KNOW YE, That subject to the Constitution of this
Commonwealth and under the authority of the Business Corporation Law,
I do by these presents, which I have caused to be sealed with the
Great Seal of the Commonwealth, create, erect, and in-corporate the
incorporators of and subscribers to the shares of the proposed
corporation named above, their associates and successors, and also
those
who may thereafter become subscribers or holders of the shares of
such corporation, into a body politic and corporate in deed and in
law by the name chosen hereinbefore specified, which shall exist
perpetually and shall be invested with and have
and enjoy all the powers, privileges, and franchises incident to a
business corporation and be subject to all the duties,
requirements,
and restrictions specified and enjoined in and by the Business
Corporation Law and all other applicable laws of this Commonwealth.
GIVEN under my Hand and the Great Seal of the
Common-wealth, at the City of Harrisburg, this
9th
day of July in the year of our Lord one thousand nine hundred and
seventy-nine and of the Commonwealth the two hundred and fourth
/s/ Ethel D. Allen, D.O.
Secretary of the Commonwealth
Filed this 9th day of July1979.
Commonwealth of Pennsylvania Department of State
/s/ Ethel D.
Allen, D.O.
Secretary of the
Commonwealth
79:37 617
DSCB:BCL-204(Rev. 8-72)
Filing Fee: $75 AIB-7 688825
Articles of Incorporation-- COMMONWEALTH OF PENNSYLVANIA
Domestic Business Corporation DEPARTMENT OF STATE
CORPORATION BUREAU
In compliance with the requirements of section 204 of the
Business Cor-poration Law, act of May 5, 1933 (P.L. 364) (15
P. S. .1204) the undersigned desiring to be incorporated as a
business corporation, hereby certifies
(certify) that:
1. The name of the corporation is ATLAS RESOURCES, INC.
2. The location and post office address of the initial registered
office of
the corporation in this Commonwealth is: 311 Rouser Road,
Coraopolis,
Pennsylvania 15108
3. The corporation is incorporated under the Business Corporation Law
of
the Commonwealth of Pennsylvania for the following purpose or
purposes:
To engage in and do any lawful act concerning any or all lawful
business
for which corporations may be incorporated under this act.
4. The term for which the corporation is to exist is perpetual.
5. The aggregate number of shares which the corporation shall have
authority
to issue is: Five Hundred (500) shares of capital stock
without
par value.
79:37 618
6. The name and post office address of each incorporator and
the
number
and class of shares subscribed by such incorporator(s) is
(are):
Number and
Name Address Class of Shares
Ira S. Pimm, Jr. 2225 Land Title Building 1
Philadelphia, PA 19110
IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed
and sealed
these Articles of Incorporation this 5th day of July , 1979.
_________________________(SEAL)
/s/ Ira S. Pimm, Jr
______________________(SEAL)
RECEIVED `79 JUL 9 AM 9:09 DEPARTMENT OF STATE
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Incorporation
Domestic Business Corporation
In compliance with the requirements of section 204 of
the Business Corporation Law, act of May 5, 1993 (P. L. 364)
( 15 P. S. S1204) the undersigned, desiring to be
incorporated
as a business corporation, hereby certifies that:
1. The name of the corporation is
ATLAS RESOURCES, INC.
2. The location and post office address of the initial
registered office of the corporation in this Commonwealth is:
311 Rouser Road, Coraopolis, Pennsylvania 15108
3. The corporation is incorporated under the Business
Corporation Law of the Commonwealth of Pennsylvania for the
following purpose or purposes: To engage in and do any law-
ful act concerning any or all lawful business for which
cor-
porations may be incorporated under this act.
4. The term for which the corporation is to exist is
perpetual.
5. The aggregate number of shares which the corporation
shall have authority to issue is: Five Hundred (500)
shares
of capital stock without par value.
6. The name and post office address of each incorporator
and the number and class of shares subscribed by such incor-
porator is:
Name Address Number and
Class of shares
Ira S. Pimm, Jr. 2225 Land Title Building 1
Philadelphia, PA 19110
IN TESTIMONY WHEREOF, the incorporator has signed and
sealed these Articles of Incorporation this 5th day
of
July, 1979.
IRA S. PIMM, JR. (SEAL)
Filed this 9th day of July, 1979.
Commonwealth of Pennsylvania
Department of State
ETHEL D. ALLEN, D.O.
Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Under the provisions of the Business Corpora-
tion Law, approved the 5th day of May, Anno Domini one
thou-
sand nine hundred and thirty - three, P. L. 364, as
amended, the
Department of State is authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation organ-
ized under the terms of that law.
AND WHEREAS, The stipulations and conditions of that law
have been fully complied with by the persons desiring to
incorporate as ATLAS RESOURCES, INC.
THEREFORE, KNOW YE, That subject to the Constitution of
this Commonwealth and under the authority of the Business
Corporation Law, I do by these presents, which I have
caused
to be sealed with the Great Seal of the Commonwealth,
create,
erect, and incorporate the incorporators of and the
subscribers
to the shares of the proposed corporation named above, their
associates and successors, and also those who may thereafter become
subscribers or holders of the shares of such corpora-
tion, into a body politic and corporate in deed and in law
by the name chosen hereinbefore specified, which shall exist
perpetually and shall be invested with and have and enjoy
all the powers, privileges, and franchises incident to a
business corporation and be subject to all the duties, re-
quirements and restrictions specified and enjoined in and by
the Business Corporation Law and all other applicable laws
of this Commonwealth.
GIVEN under my Hand and the Great Seal
of the Commonwealth, at the City
SEAL OF THE STATE OF of Harrisburg, this 9th day of
PENNSYLVANIA July, in the year of our Lord
one thousand nine hundred and
seventy-nine and of the Common-
wealth the two hundred and
fourth.
ETHEL D. ALLEN, D.O.
Secretary of the Commonwealth
Exhibit 3(b)
ATLAS RESOURCES,INC. BY-LAWS
ARTICLE I - OFFICES
1. Registered Office. The registered office of the
Corporation
shall be located within the Commonwealth of Pennsylvania,
at such place as the Board of Directors shall, from time to
time, determine.
2. Other Offices. The Corporation may also have offices at
such
other places as the Board of Directors may from time to
time, determine.
ARTICLE II - SHAREHOLDERS' MEETINGS
1. Place of Shareholders' Meetings. Meetings of
Shareholders shall
be held at such place within or without the Commonwealth of
Pennsylvania as shall be fixed by the Board of Directors
from time to time. If no such place is fixed by the Board
of Directors, meetings of the Shareholders shall be held at
the registered office of the Corporation. 2. Annual Meeting.
A meeting of the Shareholders of the Corporation shall be
held in each calendar year, commencing with the year 1980,
on the
at o'clock M.,
if not a
legal holiday, and if such day is a legal holiday, then such
meeting shall be held on the next business day.
At such annual meeting, there shall be held an election for
a Board
of Directors to serve for the ensuing year and until their
successors shall be duly elected.
Unless the Board of Directors shall deem it advisable,
financial reports of the Corporation's business need not be
sent to the Shareholders and need not be presented at the
annual meeting. If any report is deemed advisable by the
Board of Directors, such report may contain such information
as the Board of Directors shall determine and need not be
certified by a Certified Public Accountant unless the Board
of Directors shall so direct.
3. Special Meetings. Special meetings of the Shareholders
may be called at any time.
(a) By the President of the Corporation; or
(b) By a majority of the Board of Directors; or
(c) By the holders of not less than one-fifth of all the
shares outstanding and entitled to vote.
Upon the written request of any person entitled to call a
special
meeting, which request shall set forth the purpose for which
the meeting is desired, it shall be the duty of the
Secretary to give notice of such meeting to be held at such
time, not less than ten (10) nor more than sixty (60) days
after the receipt of such request, as the Secretary may fix.
If the Secretary shall neglect or refuse to give such notice
within ten (10) days after receipt of such request, the
person or persons making such request may do so.
4. Notices of Shareholders' Meetings. Except as otherwise
specifically provided by law, at least five days' written
notice shall be given of the annual meeting and any special
meeting of the Shareholders. Such notices shall be given in
the name of the Secretary or the Assistant Secretary.
5. Quorum. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares entitled to
vote shall constitute a quorum. The Shareholders present at
a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. If a meeting
cannot be organized because of the absence of a quorum,
those present may, except as otherwise provided by law,
adjourn the meeting to such time and place as they may
determine. In the case of any meeting for the election of
Directors, those Shareholders who attend the second
of such adjourned meetings, although less than a quorum as
fixed in this section, shall nevertheless constitute a
quorum for the purpose of electing Directors.
6. Voting. The officer or agent having charge of the
transfer books
of the Corporation shall make, at least five days before any
meeting of Shareholders, a complete list of the Shareholders
entitled to vote at such meeting, arranged in alphabetical
order, with the address of and the number of shares held by
each, which list shall be kept on file at the registered
office of the Corporation and shall be subject to inspection
by any Shareholder at any time during usual business hours.
Such list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the
inspection of any Shareholder during the whole time of the
meeting.
At all Shareholders' meetings, Shareholders entitled to vote
may
attend and vote either in person or by proxy. All proxies
shall be in writing and shall be filed with the Secretary of
the Corporation. No unrevoked proxy shall be valid after
eleven months from the date of execution, unless a longer
time is expressly provided therein; but in no event shall a
proxy, unless coupled with an interest, be valid after three
years after the date of its execution.
Except as otherwise specifically provided by law, all
matters coming before the meeting shall be determined by a
vote by shares. Such vote may be taken by voice unless a
Shareholder demands that it be taken by ballot, in which
event the vote shall be taken by written ballot, and the
Judge or Judges of Election or, if none, the Secretary of
the meeting, shall tabulate and certify the results of such
vote.
7. Informal Action by Shareholders. Any action which may be
taken
at a meeting of the Shareholders may be taken without a
meeting, if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders who
would be entitled to vote at a meeting for such purpose and
shall be filed with the Secretary of the Corporation.
ARTICLE III - BOARD OF DIRECTORS
1. Number. The business and affairs of the Corporation
shall be
managed by a Board of two Directors.
2. Place of Meeting. Meetings of the Board of Directors may
be held
at such place within the Commonwealth of Pennsylvania, or
elsewhere, as a majority of the Directors may from time to
time appoint, or as may be designated in the notice calling
the meeting.
3. Regular Meetings. A regular meeting of the Board of
Directors
shall be held annually, immediately following the annual
meeting of Shareholders at the place where such meeting of
the Shareholders is held or at such other place, date and
hour as a majority of the newly elected Directors may
designate. At such meeting the Board of Directors shall
elect officers of the Corporation. In addition to such
regular meeting, the Board of Directors shall have the power
to fix by resolution the place, date and hour of other
regular meetings of the Board.
4. Special Meetings. Special meetings of the Board of
Directors
shall be held whenever ordered by the President or by a
majority of the Directors in office.
5. Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to be
given
of any regular meeting, unless the same be held at other
than the time or place for holding such meetings as fixed in
accordance with Article III, Paragraph 3 of these By-Laws,
in which event one day's notice shall be given of the time
and place of such meeting.
(b) Special Meetings. At least one days notice shall be
given
of the time when, place where, and purpose for which any
special meeting of the Board of Directors is to be held.
6. Quorum. A majority of the Directors in office shall be
necessary
to constitute a quorum for the transaction of business, and
the acts of a majority of the Directors present at a meeting
at which a quorum is present shall be the acts of the Board
of Directors. If there be less than a quorum present, the
majority of those present may adjourn the
meeting from time to time and place to place and shall cause
notice of each such adjourned meeting to be given to all
absent Directors.
7. Informal Action by the Board of Directors. If all the
Directors shall severally or collectively consent in writing
to any action to be taken by the Corporation, such action
shall be as valid corporate action as though it had been
authorized at a meeting of the Board of Directors. 8.
Powers.
(a) General Powers. The Board of Directors shall have all
the
power and authority granted by law to the Board, including
all powers necessary or appropriate to the management of the
business and affairs of the Corporation.
(b) Specific Powers. Without limiting the general powers
conferred by the last preceding clause and the powers
conferred by the Articles and By-Laws of the Corporation, it
is hereby expressly declared that the Board of Directors
shall have the following powers:
(1) To confer upon any officer or officers of the
Corporation,
the power to choose, remove or suspend assistant
officers, agents or servants.
(2) To appoint any person, firm or corporation to accept
and
hold in trust for the Corporation any property belonging
to the Corporation, or in which it is interested, and to
authorize any such person, firm or corporation to
execute any documents and perform any duties that may be
requisite in relation to any such trust.
(3) To appoint a person or persons to vote shares of another
corporation held and owned by the Corporation.
(4) By resolution adopted by a majority of the whole Board
of Directors, to delegate two or more of its number to
constitute an executive committee which, to the extent
provided in such resolution, shall have and exercise the
authority of the Board of Directors in the management of the
business of the corporation.
(5) To fix the place, time and purpose of meetings of
Shareholders.
(6) To determine who shall be authorized on the
Corporation's
behalf to sign bills, notes, receipts, acceptances,
endorsements, checks, releases, contracts and documents.
9. Compensation of Directors. Compensation of Directors, if
any, shall be as determined from time to time by resolution
of the Board of Directors.
10. Removal of Directors by Shareholders. The entire Board
of
Directors or any individual Director may be removed from
office without assigning any cause by a majority vote of the
holders of the outstanding shares entitled to vote at an
election of Directors. In case the Board of Directors or
any one or more Directors be so removed, new Directors may
be elected at the same time. Unless the entire Board of
Directors be removed, no individual Director shall be
removed in case the votes of a sufficient number of shares
are cast against the resolution for his removal which, if
voted at an election of the full Board of Directors, would
be sufficient to elect one or more Directors.
11. Vacancies. Vacancies in the Board of Directors,
including
vacancies resulting from an increase in the number of
Directors, shall be filled by a majority of the remaining
members of the Board of Directors through less than a
quorum, and each person so elected shall be a Director until
his successor is elected by the Shareholders, who may make
such election at the next annual meeting of the Shareholders
or at any special meeting duly called for that purpose and
held prior thereto.
ARTICLE IV - OFFICERS
1. Election and Office. The Corporation shall have a
President, a Secretary and a Treasurer, who shall be elected
by the Board of Directors. The Board of Directors may elect
as additional officers, a Chairman of the Board of
Directors, one or more Vice-Presidents, and one or more
assistant officers. Any two or more offices may be held by
the same person.
2. Term. The President, the Secretary and the Treasurer
shall each
serve for a term of one year and until their respective
successors are duly elected and qualified, unless removed
from office by the Board of Directors during their
respective tenures. The term of office of any other officer
shall be as specified by the Board of Directors.
3. Powers and Duties of the President. Unless otherwise
determined
by the Board of Directors, the President shall have the
usual duties of an executive officer with general
supervision over and direction of the affairs of the
Corporation. In the exercise of these duties and subject to
the limitations of the laws of the Commonwealth of
Pennsylvania, these By-Laws, and the actions of the Board of
Directors, he may appoint, suspend and discharge employees
and agents, shall preside at all meetings of the
Shareholders at which he shall be present, and unless there
is a Chairman of the Board of Directors, shall preside at
all meetings of the Board of Directors and shall be a member
of all committees. He shall also do and perform such other
duties as from time to time may be assigned to him by the
Board of Directors.
Unless otherwise determined by the Board of Directors, the
President shall have full power and authority on behalf of
the Corporation, to attend and to act and to vote at any
meeting of the Shareholders of any corporation in which the
Corporation may hold stock, and, at any such meeting, shall
possess and may exercise any and all the rights and powers
incident to the ownership of such stock and which, as the
owner thereof, the Corporation might have possessed and
exercised.
4. Powers and Duties of the Secretary. Unless otherwise
determined
by the Board of Directors, the Secretary shall keep the
minutes of all meetings of the Board of Directors,
Shareholders and all committees, in books provided for that
purpose, and shall attend to the giving and serving of all
notices for the Corporation. He shall have charge of the
corporate seal, the stock certificate books, transfer books
and stock ledgers, and such other books and papers as the
Board of Directors may direct. He shall perform all other
duties ordinarily incident to the office of Secretary and
shall have such other powers and perform such other duties
as may be assigned to him by the Board of Directors.
5. Powers and Duties of the Treasurer. Unless otherwise
determined
by the Board of Directors, the Treasurer shall have charge
of all the funds and securities of the Corporation which may
come into his hands. When necessary or proper, unless
otherwise ordered by the Board of Directors, he shall
endorse for collection on behalf of the Corporation, checks,
notes and other obligations, and shall deposit the same to
the credit of the Corporation in such banks or depositories
as the Board of Directors may designate and shall sign all
receipts and vouchers for payments made to the Corporation.
He shall enter regularly, in books of the Corporation to be
kept by him for the purpose, full and accurate account of
all moneys received and paid by him on account of the
Corporation. Whenever required by the Board of Directors,
he shall render a statement of the financial condition of
the Corporation. He shall at all reasonable times exhibit
his books and accounts to any Director of the Corporation,
upon application at the office of the Corporation during
business hours. He shall have such other powers and shall
perform such other duties as may be assigned to him from
time to time by the Board of Directors. He shall give such
bond, if any, for the faithful performance of his duties as
shall be required by the Board of Directors and any such
bond shall remain in the custody of the President.
6. Powers and Duties of the Chairman of the Board of
Directors.
Unless otherwise determined by the Board of Directors, the
Chairman of the Board of Directors, if any, shall preside at
all meetings of Directors and shall serve ex officio as a
member of every committee of the Board of Directors. He
shall have such other powers and perform such further duties
as may be assigned to him by the Board of Directors. 7.
Powers and Duties of Vice-Presidents and Assistant Officers.
Unless otherwise determined by the Board of Directors, each
VicePresident and each assistant officer shall have the
powers and perform the duties of his respective superior
officer. Vice-Presidents and Assistant officers shall have
such rank as shall be designated by the Board of Directors
and each, in the order of rank, shall act for such
superior officer in his absence or upon his disability or
when so directed by such superior officer or by the Board
of Directors. The President shall be the superior officer
of the Vice-Presidents. The Treasurer and Secretary shall
be the superior officers of the Assistant Treasurers and
Assistant Secretaries, respectively.
8. Delegation of Office. The Board of Directors may
delegate the powers or duties of any officer of the
Corporation to any other officer or to any Director from
time to time.
9. Vacancies. The Board of Directors shall have the power
to fill
any vacancies in any office occurring from whatever reason.
ARTICLE V - CAPITAL STOCK
1. Share Certificates. Every share certificate shall be
signed by
the President or a Vice-President and by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary and
sealed with the corporate seal, which may be a facsimile,
engraved or printed, but where such certificate is signed by
a transfer agent or by a transfer clerk and a registrar, the
signature of any corporate officer upon such certificate may
be a facsimile, engraved or printed.
2. Transfer of Shares. Transfers of shares shall be made on
the
books of the Corporation only upon surrender of the share
certificate, duly endorsed and otherwise in proper form for
transfer, which certificate shall be cancelled at the time
of the transfer.
3. Determination of Shareholders of Record and Closing
Transfer
Books. The Board of Directors may fix a time, not more than
fifty days prior to the date of any meeting of Shareholders,
or the date fixed for the payment of any divided or
distribution, or the date for the allotment of rights, or
the date when any change or conversion or exchange of shares
will be made or go into effect, as a record date for the
determination of the Shareholders entitled to notice of or
to vote at any such meeting, or entitled to receive payment
of any such dividend or distribution, or to receive any such
allotment of rights, or to exercise the rights in respect to
any such change, conversion or exchange of shares or
otherwise. In such case, only such Shareholders as shall be
Shareholders of record on the date so fixed shall be
entitled to notice of or to vote at such meeting, or to
receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any shares on the
books of the Corporation after any record date fixed as
aforesaid. The Board of Directors may close the books of
the Corporation against transfers of shares during the whole
or any part of such period, and in such case written or
printed notice thereof shall be mailed at least ten (10)
days before the closing thereof to each Shareholder of
record at the address appearing on the records of the
Corporation or supplied by him to the Corporation for the
purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares hall be made
thereon. Unless a record date is fixed by the Board of
Directors for the determination of Shareholders entitled to
receive notice of or vote at, a Shareholders' Meeting,
transferees of shares which are transferred on the books of
the corporation within ten (10) days next preceding the date
of such meeting shall not be entitled to notice of or to
vote at such meeting. The Corporation may treat the
registered owner of each share of stock as the person
exclusively entitled to vote, to receive notifications and
otherwise, to exercise all the rights and powers of the
owner thereof. 4. Lost Share Certificates. Unless waived in
whole or in part by
the Board of Directors from time to time, any person
requesting the issuance of a new certificate in lieu of an
alleged lost, destroyed, mislaid or wrongfully taken
certificate, shall (1) make an affidavit or affirmation of
the facts and circumstances surrounding the same; (2)
advertise such facts to the extent and in such manner as the
Board of Directors may require; (3) give the Corporation a
bond of indemnity in form, and with one or more sureties
satisfactory to the Board, in an amount to be determined by
the Board, whereupon the proper officers may issue a new
certificate.
ARTICLE VI - NOTICES
1. Contents of Notice. Whenever any notice of a meeting is
required
to be given pursuant to these By-Laws or the Articles, or
otherwise, the notice shall specify the place, day and hour
of the meeting and, in the case of a special meeting or
where otherwise required by law, the general nature of the
business to be transacted at such meeting.
2. Method of Notice. All notices shall be given to each
person
entitled thereto, either personally or be sending a copy
thereof through the mail or by telegraph, charges prepaid,
to his address appearing on the books of the Corporation, or
supplied by him to the Corporation for the purpose of
notice. If notice is sent by mail or telegraph, it shall be
deemed to have been given to the person entitled thereto
when deposited in the United States Mail or with the
telegraph office for transmission. If no address for a
Shareholder appears on the books of the Corporation and such
Shareholder has not supplied the Corporation with an address
for the purpose of notice, notice deposited in the United
States Mail addressed to such shareholder, care of General
Delivery in the City in which the Registered Office of the
Corporation is located, shall be sufficient.
3. Waiver of Notice. Whenever any written notice is
required to be given by the Articles or these By-Laws, a
waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
such notice. Except in the case of a special meeting,
neither the business to be transacted at nor the purpose of
the meeting need be specified in the waiver of notice of
such meeting.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER PERSONS.
1. Each Director and each officer and former Directors or
officers,
and any person who may have served, at its request, as a
Director or officer of another corporation in which is owns
shares of capital stock or of which it is a creditor, shall
be indemnified by the Corporation against expenses actually
and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or
any of them are made parties or a party by reason of being
or having been directors or officers or a Director or
officer of the Corporation or of such other corporation,
except in relations to matters as to which any such Director
or officer or former Director or officer or person shall be
adjudged, in such action, suit, or proceeding, to be liable
for negligence or misconduct in the performance of duty.
Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled
under any By-Law, Agreement, vote of Shareholders, or
otherwise.
ARTICLE VIII - FISCAL YEAR
1. The Board of Directors shall have the power by resolution
to fix
the fiscal year of the Corporation. If the Board of
Directors shall fail to do so, the President shall fix the
fiscal year.
ARTICLE IX - AMENDMENTS
1. The Shareholders entitled to vote thereon shall have the
power to alter, amend or repeal these By-Laws, by a
majority of those voting, at any regular or special
meeting, duly convened after notice to the Shareholders of
such purpose. The Board of Directors, by a majority vote
of those voting, shall have the power to alter, amend and
repeal these By-Laws, at any regular or special meeting
duly convened after notice of such purpose, subject always
to the power of the Shareholders to change such action.
Certificate of Limited Partnership
for Atlas-Energy for the Nineties-Public #6 Ltd. ------
- ------------------------------------------------------------
- -----Exhibit 4(a)
Microfilm Number
Filed with the
Department of State on July 01, 1996
Entity Number
Secretary of the Commonwealth
CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. . 8511
(relating
to certificate of limited partnership), the undersigned,
desiring to form a limited partnership, hereby certifies
that:
1. The name of the limited partnership is: Atlas-
Energy for the Nineties-Public #6 Ltd.
2. The (a) address of this limited partnership's initial
registered office in this Commonwealth or (b) name of its
commercial registered office provider and the county of
venue is:
(a) 311 Rouser Road Moon Township
Pennsylvania 15108
Allegheny
Number and Street
City
State
Zip County
(b)c/o N/A
Name of Commercial Registered Office Provider
County
For a limited partnership represented by a commercial
registered office provider, the county in (b) shall be
deemed the county in which the limited partnership is
located for venue and official publication purposes.
3. The name and business address of each general partner
of the partnership is:
Name Address
Atlas Resources, Inc.
311 Rouser Road, Moon Township, Pennsylvania
15108
4. (Check, and if appropriate complete, one of the
following):
X The formation of the limited partnership shall
be be
effective upon filing this Certificate of Limited
Partnership in the Department of State.
The formation of the limited partnership
shall be effective on: at
Date Hour
IN TESTIMONY WHEREOF, the undersigned general partner(s) of
the limited partnership has (have) executed this Certificate
of Limited Partnership this 22nd day of July, 1996.
Atlas Resources, Inc.
/s/ J.R. O'Mara
(Signature) J.R. O'Mara (Signature)