EX-3.1 2 b415089_ex3-1.txt EXHIBIT 3.1 Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 265 OF THE DELAWARE GENERAL CORPORATION LAW 1) The jurisdiction where the Non-Delaware Corporation was first formed is the Netherlands Antilles. 2) The jurisdiction immediately prior to filing this Certificate is the Netherlands Antilles. 3) The date the Non-Delaware Corporation first formed is June 19, 1987. 4) The name of the Non-Delaware Corporation immediately prior to filing this Certificate is Fuel-Tech N.V. 5) The name of the Corporation as set forth in the Certificate of Incorporation is Fuel Tech, Inc. 6) The conversion of Fuel-Tech N.V. to Fuel Tech, Inc. shall be effective as of 5:00 p.m. Eastern Time on September 30, 2006. IN WITNESS THEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation has executed this Certificate on the 25th day of September, A.D. 2006. By: /s/ Charles W. Grinnell -------------------------------------- Name: Charles W. Grinnell Title: Vice President