<PAGE> 1
EXHIBIT 3.1
PAGE 1
State of Delaware
Office of the Secretary of State
---------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC" AS RECEIVED AND FILED IN THIS
OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.
1998, AT 4:30 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIRST DAY OF MARCH, A.D. 1999,
AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "SITHE PENNSYLVANIA
HOLDINGS LLC" TO "RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC", FILED THE
TWELFTH DAY OF MAY, A.D. 2000, AT 3 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.
[SEAL]
/s/ EDWARD J. FREEL
------------------------------------
Edward J. Freel, Secretary of State
2985509 8100H AUTHENTICATION: 0629340
001421441 DATE: 08-21-00
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 12/28/1998
981505018 - 2985509
CERTIFICATE OF FORMATION
OF
SITHE PENNSYLVANIA HOLDINGS LLC
The undersigned, an authorized natural person, for the purposes of forming
a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:
FIRST: The name of the limited liability company (hereinafter called the
"limited liability company") is:
SITHE PENNSYLVANIA HOLDINGS LLC
SECOND: The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
Executed on December 28, 1998.
/s/ GEORGE LOFASO
-----------------------
George Lofaso
Authorized Person
<PAGE> 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
SITHE PENNSYLVANIA HOLDINGS LLC
1. The name of the limited liability company is Sithe Pennsylvania
Holdings LLC
2. The Certificate of Formation of the limited liability company is
hereby amended as follows:
The present SECOND paragraph shall be deleted in its entirety and replaced
with the following new SECOND paragraph:
SECOND: The address of the registered office and the name and address of
the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act
are:
United Corporate Services, Inc.
15 East North Street
Dover, Kent County, Delaware 19901
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Sithe Pennsylvania Holdings LLC this 31st day of March, 1999.
Sithe Mid-Atlantic, Inc.,
as sole member
By: /s/ DAVID L. TOHIR
--------------------------------
Name: David L. Tohir
Title: President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/31/1999
991127301 - 2985509
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 05/12/2000
001245618 - 2985509
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
SITHE PENNSYLVANIA HOLDINGS LLC
1. The name of the limited liability company is Sithe Pennsylvania
Holdings LLC.
2. The Certificate of Formation of the limited liability company is
hereby amended as follows:
The present FIRST paragraph shall be deleted in its entirety and
replaced with the following new FIRST paragraph:
"FIRST: The name of the limited liability company (hereinafter
called the "limited liability company") is:
Reliant Energy Mid-Atlantic Power Holdings, LLC"
The present SECOND paragraph shall be deleted in its entirety and
replaced with the following new SECOND paragraph:
"SECOND: The address of the registered office and the name and the
address of the registered agent of the limited liability company
required to be maintained by Section 18-104 of the Delaware Limited
Liability Company Act are:
The Corporation Trust Company
1209 Orange Street
New Castle County
Wilmington, Delaware 19801"
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Sithe Pennsylvania Holdings LLC this 12th day of May, 2000.
Reliant Energy Northeast Generation, Inc.,
as sole member
By: /s/ J. DOUGLAS DIVINE
--------------------------------------
J. Douglas Divine
President
