EX-3.1

EX-3.1 2 d559649dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

Entity #: 588630

Date Filed: 03/24/2006

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Organization

Domestic Limited Liability Company

(15 Pa.C.S. § 8913)

M. BURR KEIM COMPANY

COUNTER PICK-UP

Document will be returned to the

name and address you enter to

the left.

Fee: $125

In compliance with the requirements of 15 Pa.C.S. § 8913 (relating to certificate of organization), the undersigned desiring to organize a limited liability company, hereby certifies that:


		1. The name of the limited liability company (designator is required, i.e., “company”, “limited” or “limited liability company” or abbreviation): Atlas Resources, LLC


		2. The (a) address of the limited liability company’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (a) Number and Street City State Zip County 311 Rouser Road, Moon Township, PA 15108 Allegheny County

		(b) Name of Commercial Registered Office Provider County c/o:


		3. The name and address, including street and number, if any, of each organizer is (all organizers must sign on page 2): Name Address Lisa D. Schumm, c/o Ledgewood, 1900 Market Street, Suite 750, Philadelphia, PA 19103

Commonwealth of Pennsylvania

CERTIFICATE OF ORGANIZATION 4 Page(s)

LOGO

T0608645001

2006 MAY 26 AM 11:45

PA DEPT OF STATE

Certification#: 11214598-1 Page 1 of 12

DSCB:15-8913-2

4. Strike out if inapplicable term

LOGO

5. Strike out if inapplicable:

Management of the company is vested in a manager or managers.

6. The specified effective date, if any is: .

month date year hour, if any


		7. Strike out if inapplicable: :


		8. For additional provisions of the certificate, if any, attach an 8½ x 11 sheet.


		IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 24^th day of March, 2006.


		Signature


		Signature


		Signature

Certification#: 11214598-1 Page 2 of 12

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

þ Consent to Appropriation of Name

(19 Pa.Code § 17.2)

¨ Consent to Use of Similar Name

Pursuant to 19 Pa. Code § 17.2 (relating to appropriation of the name of a senior corporation) and § 17.3 (relating to use of a similar name) the undersigned association, desiring to consent to the appropriation/use of similar name of its name by another association, hereby certifies that:


		1. The name of the association executing this Consent of Name is: Atlas Resources, Inc.


		2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County 311 Rouser Road, Moon Township, PA 15108 Allegheny County

		(b) Name of Commercial Registered Office Provider County c/o


		3. The date of its incorporation or other organization is: 7/9/1979


		4. The statute under which it was incorporated or otherwise organized is: Business Corporation Law


		5. The association(s) entitled to the benefit of this Consent of Name is(are): Atlas Resources, LLC


		6. If Consent to Appropriation of Name, the association is about to (check one):

		¨ Change its name ¨ Cease to do business þ Withdrawal from doing business in PA ¨ Being wound up


		7. If Consent to Use of Similar Name, check box:

		¨ Indicates that the association executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of associations using the same name with geographic or other designations, and that such association is authorized to and does hereby act on behalf of all such affiliated associations, including the following (see 19 Pa. Code §17.3(c)(6)):


		IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be signed by a duly authorized officer thereof this 24^th day of March, 2006.


		Signature

		SVP + Secretary
		Title

Certification#: 11214598-1 Page 3 of 12

Entity #: 588630

Date Filed: 03/24/2006

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF

STATE CORPORATION BUREAU

Certificate of Merger or Consolidation

Limited Liability Company

(15 Pa. C.S. § 8958)

M. BURR KEIM COMPANY

COUNTER PICK-UP

Document will be returned to the

name and address you enter to

the left.

Commonwealth of Pennsylvania

CERTIFICATE OF MERGER 7 Page(s)

LOGO

T0608845008

Fee:	$150 plus $40 additional for each party

in addition to two

In compliance with the requirements of the 15 Pa.C.S. § 8958 (relating to articles of merger or consolidation), the undersigned limited liability company(s), desiring to effect a merger or consolidation, hereby state that:

1. The name of the limited liability company surviving the merger or consolidation is:

Atlas Resources, LLC


		2. Check and complete one of the following:

		þ The surviving limited liability company is a domestic limited liability company and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

		(a) Number and Street City State Zip County
		311 Rouser Road, Moon Township, PA 15108 Allegheny County
		(b) Name of Commercial Registered Office Provider County
		c/o:
		¨ The surviving limited liability company is a qualified foreign limited liability company formed under the laws of and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
		(a) Number and Street City State Zip County
		__________________________________________________________________________________________________
		(b) Name of Commercial Registered Office Provider County
		c/o:
		¨ The surviving limited liability company is a nonqualified foreign limited liability company formed under the laws of and the address of its principal office under the laws of such domiciliary jurisdiction is:
		__________________________________________________________________________________________________
		Number and Street City State Zip

2006 MAR 28 PM 4:49

PA DEPT OF STATE

Certification#: 11214598-1 Page 4 of 12

DSCB: 15-8958-2


		3. The name and the address of the current registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic limited liability company and qualified foreign limited liability company which is a party to the plan of merger or consolidation are as follows:

		Name Registered Office Address Commercial Registered Office Provider County
		Atlas Resources, Inc., 311 Rouser Road, Moon Township, PA 15108 Allegheny County
		_________________________________________________________________________________________________
		_________________________________________________________________________________________________
		_________________________________________________________________________________________________


		4. Check, and if appropriate complete, one of the following:
		þ The plan of merger or consolidation shall be effective upon filing these Articles of Merger in the Department of State.
		¨ The plan of merger or consolidation shall be effective on: at .
		Date Hour


		5. The manner in which the plan of merger or consolidation was adopted by each domestic limited liability company is as follows:

		Name of Limited Liability Company Manner of Adoption
		Atlas Resources, LLC Adopted by the member pursuant to 15 Pa.C.S. Section 8957(g)
		__________________________________________________________________________________________________


		6. Strike out this paragraph if no foreign limited liability company is a party to the merger or consolidation: of

		7. Check, and if appropriate complete, one of the following:
		þ The plan of merger or consolidation is set forth in full in Exhibit A attached hereto and made a part hereof.
		¨ Pursuant to 15 Pa.C.S. $ 8958 (b) (relating to omission of certain provisions of plan of merger or consolidation) the provisions, if any, of the plan of merger or consolidation that amend or constitute the operative Certificate of Organization of the surviving limited liability company as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger or consolidation is on file at the principal place of business of the surviving limited liability company, the address of which is:
		__________________________________________________________________________________________________
		Number and street City State Zip County

Certification#: 11214598-1 Page 5 of 12

DSCB: 15-8958-3


		IN TESTIMONY WHEREOF, the undersigned limited liability company has caused this Certificate of Merger or Consolidation to be signed by a duly authorized member or manager thereof this

		24^th day of March, 2006.

		Atlas Resources, LLC
		By: AIC, Inc., sole member

		Name of Limited Liability Company


		Signature

		Title

		Atlas Resources. Inc.
		Name of Limited Liability Company


		Signature

		Title

Certification#: 11214598-1 Page 6 of 12

PLAN OF MERGER

ATLAS RESOURCES, INC.

(a Pennsylvania corporation)

WITH AND INTO

ATLAS RESOURCES, LLC

(a Pennsylvania limited liability company)

PLAN OF MERGER (the “Plan”) with respect to ATLAS RESOURCES, INC., a Pennsylvania corporation (“ARI”) and ATLAS RESOURCES, LLC, a Pennsylvania limited liability company (“LLC”). ARI and LLC are hereinafter sometimes collectively referred to as the “Constituent Associations.”

1. Effectiveness. This Plan shall be effective on the later of (a) the date that Certificate of Merger incorporating this Plan (the “Articles of Merger”) is filed with the Department of State of the Commonwealth of Pennsylvania (the “Department of State”) or (b) the date set forth as the effective date in the Certificate of Merger filed in the Department of State. The date determined in accordance with the preceding sentence is referred to hereinafter as the “Effective Date.”

2. Effect. On the Effective Date (as defined in paragraph 1), ARI shall be merged with and into LLC, and the separate existence of ARI, except insofar as it may be continued by law, shall cease, all with the effect provided in Section 8956 of the Limited Liability Company Law of 1994 of the Commonwealth of Pennsylvania. LLC shall be, and is sometimes hereinafter referred to as, the “Surviving Association.”

3. Certificate of Organization. On and after the Effective Date, the Certificate of Organization of LLC shall be the governing instrument of the Surviving Association until changed in accordance with the Operating Agreement of the Surviving Association and applicable laws.

4. Directors and Officers. On and after the Effective Date, until changed in accordance with the operating agreement of the Surviving Association, the directors and officers of ARI immediately prior to the Effective Date shall be the directors and officers of LLC, to hold such office in accordance with law and the operating agreement of the Surviving Association.

5. Cancellation of ARI Shares. On the Effective Date, each share (“ARI Share”) outstanding immediately prior to the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, and each ARI Share held in the treasury of ARI, shall be cancelled.

LW: 155459.2

Certification#: 11214598-1 Page 7 of 12

6. LLC Units. Each LLC unit outstanding immediately prior to the Effective Date shall not be converted or exchanged in the Merger but shall remain outstanding as one unit of the Surviving Association.

7. Exchange of Shares. As soon as practicable after the Effective Date, each holder of an outstanding certificate or certificates that prior to the Merger represented the ARI Shares shall surrender that certificate or certificates with an appropriate letter of transmittal to the Secretary of the sole member of the Surviving Association.

8. Name of Surviving Association. As of the Effective Date, the name of the Surviving Association shall be “ATLAS RESOURCES, LLC.”

9. Termination. This Plan may be terminated at any time before or after adoption and approval of it by the sole member of LLC or the shareholder of ARI or both, if such approval is required, but not later than the Effective Date, by agreement of the Board of Directors of the sole member and the Board of Directors of ARI, as the case may be, of the Constituent Associations. In the event of a termination after the Certificate of Merger has been filed in the Department of State and before the Effective Date, a timely statement of termination shall be filed in the Department of State by the terminating entity.

10. Further Assurances. This paragraph 10 shall apply at any time the Surviving Association, or its successors or assigns, shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record of otherwise, in the Surviving Association its rights, title or interest in, to or under any of the rights, properties or assets of ARI acquired or to be acquired by the Surviving Association as a result of, or in connection with, the Merger, or (b) otherwise carry out the purposes of this Plan. In such case, ARI and its proper officers and directors shall be deemed to have granted to the Surviving Association an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Association and otherwise to carry out the purposes of this Plan; and the proper officers and directors of the Surviving Association’s sole member are fully authorized in the name of ARI or otherwise to take any and all such action.

LW: 155459.2

Certification#: 11214598-1 Page 8 of 12

Entity #: 588630

Date Filed: 07/02/2009

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Change of Registered Office

Limited Liability Company

(15 Pa.C.S. § 8906)


Name		Document will be returned to the name and address you enter to the left.
	CT CORP COUNTER PICK UP
Address
		`
City	State Zip Code
	7602824 503

Commonwealth of Pennsylvania

DOMESTIC - CHANGE OF REGISTERED OFFICE 2 Page(s)

LOGO

T0918711029

Fee: $70

In compliance with the requirements of the 15 Pa.C.S. § 8906 (relating to change of registered office) the undersigned limited liability company, desiring to effect a change of registered office, hereby states that:


		1. The name of the company is: Atlas Resources, LLC


		2. The (a) address of the company’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department: (a) Number and Street City State Zip County 311 Rouser Road, Moon Township, PA 15108, Allegheny Country

		(b) Name of Commercial Registered Office Provider County c/o:


		3. Complete part (a) or (b): (a) The address to which the registered office of the company in this Commonwealth is to be changed is: 1550 Coraopolis Heights Road, 2nd Floor, Moon Township, PA 15108, Allegheny County
		Number and Street City State Zip County

		(b) The registered office of the company shall be provided by: c/o:
		Name of Commercial Registered Office Provider County

PA054 • 10/ 14/2005 C T System Online

Certification#: 11214598-1 Page 9 of 12

2009 JUL -2 PM 4:16

DSCB: 15-8906-2

IN TESTIMONY WHEREOF, the undersigned company

has caused this certificate to be signed by a duly

authorized member or manager thereof this

30^th day of June, 2009.

Atlas Resources, LLC

Name of Company

Signature

Frank P. Carolas, Manager

Title

PA054 - 10/14/2005 CT Systems Online.

Certification# 11214598-1 Page 10 of 12

Entity #: 588630

Date Filed: 12/23/2011

Carol Aichele

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Change of Registered Office

Limited Liability Company

(15 Pa.C.S. § 8906)


		Name CT - COUNTER								Document will be returned to the name and address you enter to the left.
		Address								Ü


		City State Zip Code

		8343037 50 PA5

Commonwealth of Pennsylvania

DOMESTIC - CHANGE OF REGISTERED OFFICE 2 page(s)

LOGO

T1136347031

Fee: $70


		1. The name of the company is: Atlas Resources, LLC


		2. The (a) address of the company’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department:

		(a) Number and street City State Zip County 1550 Coraopolis Heights Road, 2nd Floor, Moon Township, PA 15108 Allegheny

		(b) Name of Commercial Registered Office Provider County c/o:


		3. Complete part (a) or (b):

		(a) The address to which the registered office of the company in this Commonwealth is to be changed is: Park Place Corporate Center One, 1000 Commerce Drive, 4th Floor, Pittsburgh, PA 15275-1011 Allegheny
		Number and street City State Zip County

		(b) The registered office of the company shall be provided by:
		c/o:
		Name of commercial Registered Office Provider County

PA054 - 06/29/2011 C T System Online

[ILLEGIBLE]

PA DEPT OF STATE

Certification#: 11214598-1 Page 11 of 12

DSCB: 15-8906-2


		IN TESTIMONY WHEREOF, the undersigned company has caused this certificate to be signed by a duly authorized member or manager thereof this 22 day of Dec., 2011.

		Atlas Resources, LLC
		Name of Company


		Signature

		Authorized Person
		Title

PA054 - 06/29/2011 C T System Online

Certification#: 11214598-1 Page 12 of 12