Exhibit 3.49
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
NOVEMBER 2, 2012
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:
Veolia ES Chestnut Valley Landfill, Inc.
I, Carol Aichele, Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct copy of
| 1 | ARTICLES OF INCORPORATION filed on October 26, 1988 |
| 2 | ARTICLES OF AMENDMENT-BUSINESS filed on December 2, 2002 |
| 3 | CHANGE OF REGISTERED OFFICE – Domestic filed on February 15, 2006 |
| 4 | ARTICLES OF AMENDMENT-BUSINESS filed on June 9, 2006 |
which appear of record in this department.
IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary’s Office to be affixed, the day and year above written.
Secretary of the Commonwealth
Certification Number: 10659118-1
Verify this certificate online at http://www.corporations.state.pa.us/corp/soskb/verify.asp
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ARTICLE OF INCORPORATION COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE – CORPORATION BUREAU 308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120 | | PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
DOMESTIC BUSINESS CORPORATION
DOMESTIC BUSINESS CORPORATION
A CLOSE CORPORATION – COMPLETE BACK
DOMESTIC PROFESSIONAL CORPORATION
ENTER BOARD LICENSE NO. | | | Fee $75.00 | |
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE P.O. BOX NUMBER UNLESS EXEMPT UNDER 15 P.S. 8808 B) CBF, INC. | |
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (INDICATOR NOT ACCEPTABLE) WATER AND WASHINGTON STREETS | |
| | | | | | |
012 CITY NORRISTOWN | | 033 COUNTY | | 013 STATE PA | | 064 ZIP CODE 19401(46) |
090 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION |
The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:
To have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under said Business Corporation Law, including, but not limited to, manufacturing, processing, owning, using and dealing personal property of every class and description, engaging in research and development, furnishing services, and acquiring, owning, using and disposing of real property of any nature whatsoever.
(ATTACH 8 1⁄2 x 11 SHEET IF NECESSARY)
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The Aggregate Number of Shares, Classes of Shares, and Par Value of Shares Which the Corporation Shall Have Authority to Issue |
040 Number and Class of Shares | | 041 Stated Par Value Per Share If Any | | 042 Total Authorized Capital | | 031 Terms of Existence |
1,000 shares | | $1.00 | | $1,000.00 | | perpetual |
Certification #: 10659118-1
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The Name and Address of Each Incorporator and the Number and Class of Shares Subscribed to by Each Incorporator |
| 080 Name | | 061,062, 083, 064 Address (Street, City, State, Zip Code) | | Number & Class of Shares |
R.W. Worthington | | 105 N. Watts Street, Phila., PA 19107 | | 1 (one) |
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| | | (ATTACH 8 1⁄2 x 11 SHEET IF NECESSARY) | | |
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 26TH DAY OF OCTOBER 1988 |
| | | | | | | /s/ R.W. Worthington |
| | | | | | | R.W. Worthington |
– FOR OFFICE USE ONLY – |
030 FILED OCT 26, 1988 | | 002 CODE | | 003 REV BOX | | SEQUENTIAL NO. | | 100 MICROFILM NUMBER 8881 951 |
Secretary of the commonwealth | | REVIEWED BY | | 004 SICC | | AMOUNT $ | | 001 CORPORATION NUMBER |
Department of State | | DATE APPROVED | | | | | | 1062101 |
Commonwealth of Pennsylvania | | DATE REJECTED | | CERTIFY TO U. REV | | INPUT BY | | LOG IN | | LOG IN
(REFILE) |
| | | MAILED BY DATE | | OTHER | | VERIFIED BY | | LOG OUT | | LOG OUT
(REFILE) |
Certification #: 10659118-1
Filing Fee: None
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
308 NORTH OFFICE BUILDING
HARRISBURG, PA 17120
CORPORATE REGISTRY INFORMATION FOR DEPARTMENT OF STATE AND REVENUE
(FILE IN TRIPLICATE) BUREAU USE ONLY
| | | | |
| ¨BUSINESS CORPORATION | | ¨NON-PROFIT CORPORATION | | ¨MOTOR VEHICLE |
| FOR HIRE | | | | |
1 Name of Corporation/Business
CBF, Inc. 2 [ILLEGIBLE] E.I.N.
to be applied for
3 Location of [ILLEGIBLE] Office in Pennsylvania (Street Address, City, County, State, Zip Code)
Water and Washington Streets
Street and Number or R.D. Number and [ILLEGIBLE])
Norristown PA, 19041
| | | | | | |
| (City or Town) | | (County) | | (State) (Zip Code) |
4 Mailing address if different than #3 (…[ILLEGIBLE]… reports, forms, etc. to be sent)
(Street and Number/or R.D. Number and Box)
| | | | | | |
| (City or Town) | | (County) | | (State) (Zip Code) |
5A Foreign corporations: Location of proposed registered office (Street and Number, Post Office, State) 5B Date Business started in PA
Principal Officers (President, Vice President, Secretary, Treasurer)
Certification #: 10659118-1
Name President, Secretary, and Treasurer Title
Charles Santangelo [REDACTED] Social Security Number
[REDACTED]
Home Address
630 Selma Street, Norristown, PA 19401
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| B. Name | | Title | | Social Security Number |
|
| Home Address |
| | |
| C. Name | | Title | | Social Security Number |
|
| Home Address |
| | |
| D. Name | | Title | | Social Security Number |
Home Address
7 Date and State of Incorporation or Organization
Date: State:
8 Applicant is operating as:
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| ¨Corporation | | ¨An Individual | | ¨Co-Partnership | | ¨Joint Stock Association |
| ¨Association of Incorporation | | ¨Other | | |
9 Provide the Act of General Assembly or authority under which you are operated or incorporating (full …[ILLEGIBLE]… if more space is required
BCL APPROVED MAY 5, 1993, P.L. 364
10A Is the corporation authorized to issue capital stock?
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| 1,000 shares, par value $1.00 10B | | Amount of Capital paid to end Date |
| | |
If yes, amount authorized? | | Amount | | Date |
11 Is the corporation part of a system operating in Pennsylvania? No Yes
If yes, provide parent’s box number, [ILLEGIBLE] and subsidiary corporations. (Attach a separate sheet listing subsidiary corporations.)
Box Number Name
12 Corporation’s financial year ends:
13 Standard Industrial Clarification Code
14 Describe principal business activity to be engaged in, within one year of this application date (attach separate sheet if necessary.)
Collection, disposal and recycling of all types of solid waste.
15 For Foreign Corporations Only – provide [ILLEGIBLE] of purpose or [ILLEGIBLE]
Commonwealth of Pennsylvania
Department of State
CERTIFICATE OF INCORPORATION
Office of the Secretary of the Commonwealth
To All to Whom These Presents Shall Come, Greeting:
Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of the Commonwealth is authorized and required to Issue a “Certificate of Incorporation” evidencing the incorporation of an entity.
Whereas, The situations and conditions of the Law have been fully complied with by CBF, INC.
Therefore, Know Ye, That subject to the Constitution of this Commonwealth, and under the authority of the Laws thereof, I do by the presents, which l have caused to be sealed with the Great Seal of the Commonwealth, declare and certify the creation, erection and incorporation of the above in deed and in law by the name chosen hereinbefore specified.
Such corporation shall have and enjoy and shall be subject to all the powers, duties, requirements, and restrictions, specified and enjoined in and by the applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 26th day of October in the year of our Lord one thousand nine hundred and eighty-eight and of the Commonwealth the two hundred thirteenth
Secretary of the Commonwealth
Certification #: 10659118-1
Pennsylvania Department of State Corporation Bureau
Articles of Amendment-Domestic Corporation
(15 Pa.C.S.)
Entity Number
1062101
Business Corporation (§ 1915)
Nonprofit Corporations (§ 5915)
| | | | | | | | | | |
| Name Onyx Waste Services, Inc, c/o Melissa Wild |
| Address | | 125 South 84th Street, Suite 200 |
| City | | Milwaukee | | State | | WI | | Zip Code | | 53214 |
fDocument will be returned to the name and address you enter to the left.
Fee: $52
Filed in the Department of State on DEC 02 2002
/s/
Secretary of the Commonwealth
In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:
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| 1. The name of the corporation is: | | CBF, 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):
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| (a) Number and Street | | 1635 Market Street |
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| City | | Philadelphia | | |
| | |
| State | | PA | | |
| | |
| Zip | | 19103 | | |
| |
| County | | Philadelphia |
|
| (b) Name of Commercial Registered Office Provider |
|
| c/o CT Corporation System |
| | |
| County | | Philadelphia | | |
Certification #: 10659118-1
3. The statute by or under which it was incorporated: Business Corporation Law 1933
4. The date of its incorporation: October 26, 1988
5. Check, and if appropriate, complete, one of the following:
¨ The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
The amendment shall be effective on:
Date December 31, 2002 at
Hour
DSCB: 15-1915-59152
6. Check one of the following:
¨ The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. §1914(a) and (b) or §5914(a)
The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. §5914(b).
7. Check, and if appropriate, complete one of the following:
The amendment adopted by the corporation, set forth in full, is as follows
The name of the corporation shall be Onyx Chestnut Valley Landfill, Inc.
¨ The amendment adopted by the corporation is set forth in full in Exhibit A attached hreto and made a part hereof.
8. Check if the amendment restates the Articles:
¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 15th day of November, 2002.
Name of Corporation CBF, Inc.
| | |
| Signature | | /s/ Jane A. Fowler |
| |
| Title | | Secretary |
Certification #: 10659118-1
Entity #: 1062101
Date Filed: 02/15/2006
Pedro A. Cortès
Secretary of Commonwealth
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
Statement of Change of Registered Office (15 Pa.C.S.)
Domestic Business Corporation (§ 1507)
¨ Foreign Business Corporation (§ 4144)
¨ Domestic Nonprofit Corporation (§ 5507)
¨ Foreign Nonprofit Corporation (§ 6144)
¨ Domestic Limited Partnership (§ 8506)
Name CT CORP COUNTER
Address
City
State
Zip Code
fDocument will be returned to the name and address you enter to the left.
Fee: $70
In compliance with the requirements of the applicable provisions of Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:
1. The name is: Onyx Chestnut Valley Landfill, Inc.
2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
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| (a) | | Number and street | | Water & Washington Sts. |
| City | | Norristown | | |
| State | | PA | | |
| Zip | | 09401 | | |
| County | | |
(b) Name of Commercial Registered Office Provider
County
Certification #: 10659118-1
3. Complete part (a) or (b):
(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:
Number and street
City
State
Zip
County
(b) The registered office of the corporation or limited partnership shall be provided by:
Name of Commercial Registered Office Provider c/o: CT Corporation System
County Fayette
Commonwealth of Pennsylvania
DOMESTIC – CHANGE OF REGISTERED OFFICE 2 Page(s)
DSCB: 15-1507/4144/5507/6144/8506-2
4. Strike out if a limited partnership:
Such change was authorized by the Board of Directors of the corporation
IN TESTIMONY WHEREOF the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this 14th day of Feb. 2006.
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| Name of Corporation/Limited Partnership | | Onyx Chestnut Valley Landfill, Inc. | | |
| Signature | | /s/ | | | | |
| Title | | Assistant Treasurer | | | | |
Entity #: 1062101
Date Filed: 06/09/2006
Effective Date: 07/01/2006
Pedro A. Cortes
Secretary of Commonwealth
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
Articles of Amendment-Domestic Corporation
(15 Pa.C.S.)
¨ Business Corporation (§ 1915)
¨ Nonprofit Corporation (§ 5915)
Name CT CORP COUNTER
Address
City
State
Zip Code
Commonwealth of Pennsylvania
ARTICLES OF AMENDMENT – BUSINESS 3 Page(s)
f Document will be returned to the name and address you enter to the left
Fee: $70
In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:
| | | | |
| 1. The name of the corporation is: | | Onyx Chestnut Valley Landfill, Inc. |
2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provier 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 c/o CT Corporation System
County Fayette
3. The statue by or under which it was incorporated: Business Corporation Law 1933
Certification #: 10659118-1
4. The date of its incorporation: October 26,1988
5. Check, and if appropriate complete, one of the following:
¨ The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
þ The amendment shall be effective on:
Date July 1, 2006 at Hour –
6. Check one of the following:
¨ The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).
þ The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c) or § 5914(b).
7. Check, and if appropriate, complete one of the following:
þ The amendment adopted by the corporation, set forth in full, is as follows The name of the corporation shall be: Veolia ES Chestnut Valley Landfill, Inc.
¨ The amendment adopted by the corporation is set forth in fully in Exhibit A attached hereto and made a part hereof.
8. Check if the amendment restates the Articles:
¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 5th day of June, 2006.
Name of Corporation Onyx Chestnut Valley Landfill, Inc.
| | |
| Signature | | /s/ |
| Title | | Paul R. Jenks, President |
Certification #: 10659118-1
Entity #: 1062101
Date Filed: 12/04/2012
Carol Aichele
Secretary of Commonwealth
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
Articles of Amendment-Domestic Corporation
(15 Pa.C.S.)
¨ Business Corporation (§ 1915)
¨ Nonprofit Corporation (§ 5915)
| | |
| Name | | CT-COUNTER |
| Address |
| City | | 862058950PA14 |
Commonwealth of Pennsylvania
ARTICLES OF AMENDMENT – BUSINESS 3 Page(s)
f Document will be returned to the name and address you enter to the left.
Fee: $70
In compliance with the requirements of the applicable provisions (relating to the articles of amendment), the undersigned, desiring to amend its articles, hereby states that:
1. The name of the corporation is: Veolia ES Chestnut Valley Landfill, 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
(b) Name of Commercial Registered Office Provider
c/o CT Corporation System
County
Fayette
3. The statute by or under which it was incorporated: Business Corporation law 1933
4. The date of its incorporation: October 26, 1988
Certification #: 10659118-1
5. Check, and if applicable complete, one of the following:
x The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
¨ The amendment shall be effective on: Date at Hour
DSCB: 15-1915/5912-2
6. Check one of the following:
x The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).
¨ The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c) or § 5914(b).
7. Check, and if appropriate, complete one of the following:
x The amendment adopted by the corporation, set forth in full, is as follows The name of the corporation is Advanced Disposal Services Chestnut Valley Landfill, Inc.
¨ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.
8. Check if the amendment restates the Articles:
¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 29th day of November, 2012.
| | |
| Name of Corporation Veolia ES Chestnut Valley Landfill, Inc. |
| Signature | | /s/ |
| Title | | Assistant Secretary |
Certification #: 10659118-1
