STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Northern Ethanol, Inc., formerly Beaconsfield I, 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 is Northern Ethanol, Inc.
2. That a Certificate of Ownership and Merger was filed by the Secretary of the
State of Delaware on April 4, 2006 and that said Certificate requires correction
as permitted by Section 103 of the General Corporation Law of the State of
Delaware.
3. The inaccuracy or defect of said Certificate is: Beaconsfield I, Inc. was
incorrectly merged with and Northern Ethanol, Inc., whereby Northern Ethanol,
Inc. survived the merger. Rather, Northern Ethanol, Inc., Beaconsfield I, Inc.'s
wholly-owned subsidiary, shall merge with and into Beaconsfield I, Inc., whereby
Beaconsfield I, Inc. survives the merger but adopts Northern Ethanol, Inc. as
its corporate name.
4. The Certificate of Ownership and Merger is corrected in its entirety to read
as follows:
CERTIFICATE OF OWNERSHIP AND MERGER
OF
NORTHERN ETHANOL, INC.
INTO
BEACONSFIELD I, INC.
(PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)
BEACONSFIELD I, INC. (the "Corporation"), a corporation incorporated on
the 29th day of November, 2004, pursuant to the provisions of the General
Corporation Law of the State of Delaware;
DOES HEREBY CERTIFY that the Corporation owns 100% of the capital stock of
NORTHERN ETHANOL, INC., a corporation incorporated on April 3, 2006, pursuant to
the provisions of General Corporation Law of the State of Delaware, and that the
Corporation, by a resolution of its Board of Directors duly adopted at a meeting
held on the 3rd day of April, 2006 determined to merge with said NORTHERN
ETHANOL, INC., which resolution is in the following words to wit:
WHEREAS the Corporation lawfully owns 100% of the outstanding stock of
NORTHERN ETHANOL, INC., a corporation organized and existing under the laws of
the State of Delaware,
NOW, THEREFORE, BE IT RESOLVED, that it is the intention of this Board to
merge NORTHERN ETHANOL, INC., the Corporation's wholly owned subsidiary, into
the Corporation and for the surviving corporation to assume all of the rights,
benefits, liabilities and obligations of NORTHERN ETHANOL, INC. Accordingly,
management of the Corporation is hereby authorized to perform all necessary acts
and to execute an Agreement of Merger, Certificate of Ownership and Merger and
all other necessary documents to effect the upstream merger of NORTHERN ETHANOL,
INC. into the Corporation pursuant to Section 253 of the Delaware Corporation
Law; and be it further
RESOLVED, that the Agreement of Merger, a form of which is attached
hereto, pursuant to which, among other things, (i) NORTHERN ETHANOL, INC. shall
be merged with and into the Corporation and (ii) each issued and outstanding
share of Beaconsfield I, Inc., as of the effective date of the merger, shall be
surrendered and extinguished and the same is authorized, approved, ratified and
confirmed in all respects; and be it further
RESOLVED, that the Certificate of Ownership and Merger, a form of which is
attached hereto, is, in all respects authorized, approved, ratified and
confirmed; and be it further
RESOLVED, that in connection with the upstream merger of NORTHERN ETHANOL,
INC., the Corporation's wholly owned subsidiary, into the Corporation, the
Corporation changes its name from Beaconsfield I, Inc. to NORTHERN ETHANOL,
INC., pursuant to Section 253(b) of the Delaware Corporation Law. The proper
officers of the Corporation be, and they hereby are, authorized, empowered and
directed to do and perform all such other acts and things as any of them shall
determine to be necessary or desirable to change the Corporation's name from
Beaconsfield I, Inc. to NORTHERN ETHANOL, INC.; and be it further
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized and directed, by and on behalf of the Corporation, to
execute, file and/or deliver, in the name and on behalf of the Corporation, any
and all minutes, stock certificates, orders, receipts, agreements and other
documents as they deem necessary or appropriate to carry out the intent of the
foregoing resolutions and to consummate the transactions contemplated thereby,
the execution and delivery of any such minutes, stock certificates, orders,
receipts, agreements or documents to be conclusive evidence of their authority
to do so, and be it further
RESOLVED, that pursuant to Section 253(c) of the GCL, the resolutions
approving the Merger may be abandoned by the Board of Directors on its own
initiative at any time prior to the time that the Certificate of Ownership and
Merger becomes effective in accordance with Section 103 of the GCL.
IN WITNESS WHEREOF, Beaconsfield I, Inc., a corporation, has caused this
certificate to be signed by Andrew Gertler, its President and attested to by
Joseph Galda, a member of the Board of Directors, this 3rd day of April, 2006.
/s/ Andrew Gertler
------------------------------------
By: Andrew Gertler
President
Attest: /s/ Joseph P. Galda
---------------------------------
By: Joseph P. Galda
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction
this 1st day of May, 2006.
By:
------------------------------------
Andrew Gertler, President