EX-3.1 2 h23121exv3w1.txt CERTIFICATE OF LIMITED PARTNERSHIP & CERTIFICATE OF AMENDMENT EXHIBIT 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF NORTHERN BORDER PARTNERS, L.P. This Certificate of Limited Partnership has been duly executed, is being filed pursuant to 6 Del. C. Section 17-201, and shall be effective immediately upon filing. 1. The name of this limited partnership is "Northern Border Partners, L.P." 2. The address of the registered office is: Corporation Trust Company 1209 Orange Street Wilmington, New Castle County, Delaware 19801 The name and address of the registered agent for service of process are: The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, New Castle County, Delaware 19801 3. The name and the business address of each general partner are: Northern Plains Natural Pan Border Gas Gas Company Company 1111 South 103 Street 5400 Westheimer Court Omaha, Nebraska 68124 Houston, Texas 77056 Northwest Border Pipeline Company One Williams Center East Second Street Tulsa, Oklahoma 74172 NORTHERN PLAINS NATURAL GAS COMPANY General Partner By: /s/ Gary A. McConnell --------------------- Gary A. McConnell Vice President PAN BORDER GAS COMPANY General Partner By: /s/ George L.Mazanec --------------------- George L.Mazanec Vice President NORTHWEST BORDER PIPELINE COMPANY General Partner By: /s/ G. L. Best --------------------- G. L. Best Vice President Date: July 12, 1993 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 02/27/2001 010101868 - 234348O CERTIFICATE OF AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF NORTHERN BORDER PARTNERS, L.P. Northern Border Partners, L.P. (hereinafter called the "partnership"), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of amending Certificate of Limited Partnership filed with the office of the Secretary of State of Delaware on July 13,1993, hereby certifies that: 1. The name of the limited partnership is Northern Border Partners, L.P. 2. Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, the amendment to the Certificate of Limited partnership effected by this Certificate of Amendment is to change the address of the registered office of the partnership in the State of Delaware to 9 East Loockerman Street, Dover, Delaware 19901, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to National Registered Agents, Inc. The undersigned, a general partner of the partnership, executes this Certificate of Amendment on February 16, 2001. Northern Plains Natural Gas Company General Partner /s/ Geneva K. Holland -------------------------------------- Geneva K. Holland, Assistant Secretary CERTIFICATE OF AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF NORTHERN BORDER PARTNERS, LP. NORTHERN BORDER PARTNERS, LP. (hereinafter called the "partnership"), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of amending the Certificate of Limited Partnership filed with the office of the Secretary of State of Delaware on July 13, 1993, hereby certifies that: 1. The name of the limited partnership is Northern Border Partners, LP. 2. Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows: The name and business address of each general partner are: Northern Plains Natural Gas Company 13710 FNB Parkway Omaha, NE 68154-5200 Northwest Border Pipeline Company c/o TransCanada PipeLines Limited 450 - 1st Street S.W. Calgary, Alberta T2P 5H1 Pan Border Gas Company 13710 FNB Parkway Omaha, NE 68154-5200 The undersigned, an authorized officer of a general partner of the partnership, executed this Certificate of Amendment on May 20, 2003. NORTHERN PLAINS NATURAL GAS COMPANY, General Partner /s/ Lori Pinder-Metz ------------------------------------- Lori Pinder-Metz, Assistant Secretary