Wsi Of New York S-4 Registration of securities issued in business combination transactions

Exhibit 3.251

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MORETOWN LANDFILL, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF DECEMBER, A.D. 1997, AT 6 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2003, AT 1:56 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2003, AT 11:59 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “WSI MORETOWN LANDFILL, INC.” TO “MORETOWN LANDFILL, INC.”, FILED THE SIXTEENTH DAY OF MARCH, A.D. 2005, AT 6:21 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SIXTEENTH DAY OF FEBRUARY, A.D. 2010, AT 3:16 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 2012, AT 5:57 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 9957621

DATE: 11-01-12

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Delaware

The First State

CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “MORETOWN LANDFILL, INC.”.

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 9957621

DATE: 11-01-12

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CERTIFICATE OF INCORPORATION

OF

WSI MORETOWN LANDFILL, INC.

FIRST: The name of the corporation (the “Corporation”) is WSI Moretown Landfill, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company, Inc.

THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of capital stock that the Corporation shall have the authority to issue shall be Ten Thousand (10,000) shares of common stock, each of which shall have par value of $1.00 (the “Common Stock”), amounting to an aggregate par value of $10,000.

FIFTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided that:

(a) Subject to the limitations and exceptions, if any, contained in the by-laws of the Corporation, such by-laws may be adopted, amended or repealed by the Board of Directors of the Corporation;

(b) Elections of directors need not be made by written ballot unless, and only to the extent, otherwise provided in the by-laws;

(c) Subject to any applicable requirements of law, the books of the Corporation may be kept outside the State of Delaware at such location as may be designated by the Board of Directors or in the by-laws of the Corporation; and

(d) Except as provided to the contrary in the provisions establishing a class of stock, the number of authorized shares of such class may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the stock of the Corporation entitled to vote.

SIXTH: The Corporation shall indemnify each person who at any time is, or shall have been, a director or officer of the Corporation and was, or is, a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred in connection with any such action, suit or proceeding, to the maximum extent permitted by the General Corporation Law of Delaware, as the same exists or may hereafter be

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amended. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which any such director or officer may be entitled, under any by-law, agreement, vote of directors or stockholders or otherwise. No amendment to or repeal of the provisions of this Article SIXTH shall deprive a director or officer of the benefit hereof with respect to any act or failure to act occurring prior to such amendment or repeal.

SEVENTH: No director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages arising out of such director’s breach of fiduciary duty as a director of the Corporation, except to the extent that the elimination or limitation of such liability is not permitted by the General Corporation Law of Delaware, as the same exists or may hereafter be amended. No amendment to or repeal of the provisions of this Article SEVENTH shall deprive any director of the Corporation of the benefit hereof with respect to any act, or failure to act, or such director occurring prior to such amendment or repeal.

EIGHT: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the General Corporation Law of Delaware and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to such reservation.

NINTH: The name of the sole incorporator of the Corporation is Karen E. Gotkin and her mailing address is Goldstein & Manello, P.C., 265 Franklin Street, Boston, MA 02110.

IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of December, 1997.

Karen E. Gotkin, Incorporator

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CERTIFICATE OF MERGER

MERGING

WASTE SYSTEMS INTERNATIONAL LYNN TRANSFER STATION, INC.,

a Delaware corporation,

SPARTAN CONSOLIDATED, INC.,

a New Hampshire corporation,

AND

WSI CAMDEN TRANSFER STATION, INC.

a Delaware corporation,

INTO

WSI MORETOWN LANDFILL, INC.,

a Delaware corporation

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
Waste Systems International Lynn Transfer Station, Inc.	Delaware
Spartan Consolidated, Inc.	New Hampshire
WSI Camden Transfer Station, Inc.	Delaware
WSI Moretown Landfill, Inc.	Delaware

SECOND: That an Agreement and Plan of Merger providing for the merger (the “Merger”) of Waste Systems International Lynn Transfer Station, Inc., a Delaware corporation, Spartan Consolidated, Inc., a New Hampshire Corporation and WSI Camden Transfer Station, Inc. (together the “Merging Corporations”) with and into WSI Moretown Landfill, Inc. (the “Surviving Corporation”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware (“DGCL”) and, with respect to Spartan Consolidated, Inc., Section 293-A: 11.07 of the New Hampshire Business Corporation Act (“NHBSA”).

THIRD: That the name of the surviving corporation of the Merger is WSI Moretown Landfill, Inc.

FOURTH: That the Certificate of Incorporation of the Surviving Corporation, as in effect immediately prior to the Merger, shall be the Certificate of Incorporation of the Surviving Corporation.

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FIFTH: That the executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation, the address of which is 4 Mount Royal Ave. Suite 250, Marlborough, MA 01752.

SIXTH: That a copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective at 11:59 p.m., eastern standard time, on December 31, 2003.

[Signature page follows]

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IN WITNESS WHEREOF, said WSI Moretown Landfill, Inc. has caused this Certificate of Merger to be signed by its duly authorized officer on this 31 day of December, 2003.

WSI MORETOWN LANDFILL, INC.

By:

Arthur L. Streeter, Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

WSI Moretown Landfill, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a meeting duly held, by the unanimous written consent of its members, filed with the minutes of the Board:

RESOLVED, that the Certificate of Incorporation of WSI Moretown Landfill, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the corporation (the “Corporation”) is Moretown Landfill, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said WSI Moretown Landfill, Inc. has caused this certificate to be signed by Arthur L. Streeter, its Secretary, this 16 day of March, 2005.

/s/ Arthur L. Streeter

By Arthur L. Streeter, Secretary

(Title)

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

MORETOWN LANDFILL, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

MORETOWN LANDFILL, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on February 4, 2010.

/s/ Scott E. Friedlander
Name:	Scott E. Friedlander
Title:	Assistant Secretary

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STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is MORETOWN LANDFILL, INC.

2. The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is The Corporation Trust Company.

3. The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:

Authorized Officer

Name:

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