Exhibit 3.37
INDIANA SECRETARY OF STATE
BUSINESS SERVICES DIVISION
CORPORATIONS CERTIFIED COPIES
INDIANA SECRETARY OF STATE
BUSINESS SERVICES DIVISION
302 West Washington Street, Room E018
Indianapolis, IN 46204
http://www.sos.in.gov
November 07, 2012
Company Requested: VEOLIA ES BLACKFOOT LANDFILL, INC.
Control Number: 1999091722
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Date | | Transaction | | # Pages |
09/27/1999 | | Articles of Incorporation | | 3 |
04/07/2000 | | Articles of Amendment | | 3 |
06/07/2000 | | Cancellation of Assumed Business Name | | 2 |
06/12/2006 | | Articles of Amendment | | 4 |
08/21/2006 | | Certificate of Assumed Business Name | | 2 |
State of Indiana
Office of the Secretary of State
I hereby certify that this is a true and
complete copy of this 14 page
document filed in this office.
Dated: November 07, 2012
Certification Number: 2012110752310
Connie Lawson
Secretary of State
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
SUPERIOR BLACKFOOT LANDFILL, INC.
I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above corporation have been presented to me at my office accompanied by the fees prescribed by law; that I have found such Articles conform to law; all as prescribed by the provisions of the Indiana Business Corporation Law, as amended.
NOW, THEREFORE, I hereby issue to such corporation this Certificate of Incorporation, and further certify that its corporate existence will begin September 27, 1999.
In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twenty-seventh day of September, 1999.
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ARTICLES OF INCORPORATION State Form 4159 (R10 / 8-95) Approved by State Board of Accounts 1995 | | 1999091722 SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
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INSTRUCTIONS: | | Use 8 1/2” x 11” white paper for inserts. Present original and two (2) copies to address in upper right corner of this form. Please TYPE or PRINT. Upon completion of filing, the Secretary of State will issue a receipt. | | Indiana Code 23-1-21-2 FILING FEE: $90.00 |
ARTICLES OF INCORPORATION
The undersigned, desiring to form a corporation (hereinafter referred to as “Corporation”) pursuant to the provisions of:
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x Indiana Business Corporation Law As amended, executes the following Articles of Incorporation: | | ¨ Indiana Professional Corporation Act 1983, Indiana Code 23-1.5-1-1, et seq. (Professional corporations must include Certificate of Registration.) |
ARTICLE I—NAME AND PRINCIPAL OFFICE
Name of Corporation (the name must include the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation thereof)
Superior Blackfoot Landfill, Inc.
Principal Office: The address of the principal office of the Corporation is:
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Post office address | | City | | State | | Zip code |
ARTICLE II—REGISTERED OFFICE AND AGENT
Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:
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Name of Registered Agent C T Corporation System | | | | | | |
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Address of Registered Office (street or building) One North Capitol Avenue | | City Indianapolis | | State Indiana | | Zip code 46204 |
ARTICLE III—AUTHORIZED SHARES
Number of shares the Corporation is authorized to issue: 9,000
If there is more than one class of shares, shares with rights and preferences, list such information as “Exhibit A.”
ARTICLE IV – INCORPORATORS
(the name(s) and address(es) of the incorporators of the corporation)
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NAME | | NUMBER AND STREET OR BUILDING | | CITY | | STATE | | ZIP CODE |
Amy Richards | | 208 S LaSalle Street | | Chicago | | IL | | 60604 |
Joan Randazzo | | 208 S LaSalle Street | | Chicago | | IL | | 60604 |
In Witness Whereof, the undersigned being all the incorporators of said Corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true,
This 24th day of September, 1999.
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Signature | | Printed name Amy Richards |
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Signature | | Printed name Joan Randazzo |
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Signature | | Printed name |
This instrument was prepared by: (name)
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Address (number, street, city and state) | | ZIP code |
Action of Incorporators
The undersigned, being the incorporators ofSuperior Blackfoot Landfill,
Inc., a Indiana Corporation, do hereby take the following action as
of September 24, 1999.
The following person (s) are hereby elected as director (s) of this
corporation, to service until a successor is elected:
G. W. “Bill” Dietrich
George K. Farr
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being the incorporator of said corporation |
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being the incorporator of said corporation |
State of Indiana
Office of the Secretary of State
ARTICLES OF AMENDMENT
of
SUPERIOR BLACKFOOT LANDFILL, INC.
I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
The name following said transaction will be:
ONYX BLACKFOOT LANDFILL, INC.
NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, April 07, 2000.
In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, April 7, 2000.
SUE ANNE GILROY,
SECRETARY OF STATE
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ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (RB/12-96) Approved by State Board of Accounts 1995 | | 1999091722 SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
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INSTRUCTIONS: | | Use 8 1/2” x 11” white paper for inserts. Present original and two copies to address in upper right corner of this form. Please TYPE or PRINT. | | Indiana Code 23-1-38-1 et seq. FILING FEE: $30.00 |
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
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Name of Corporation Superior Blackfoot Landfill, Inc. | | Date of Incorporation 9/27/99 |
The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)
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x Indiana Business Corporation Law | | ¨ Indiana Professional Corporation Act of 1983 |
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as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: |
ARTICLE I Amendment(s)
The exact text of Article(s) I of the Articles
(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the corporation is .” below.)
The name of the corporation is Onyx Blackfoot Landfill, Inc.
ARTICLE II (Amendments)
Date of each amendment’s adoption:
April 5, 2000
(Continued on the reverse side)
1999091722
ARTICLE III Manner of Adoption and Vote
Mark applicable section: Note – Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.
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¨ SECTION 1 | | This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. |
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x SECTION 2 | | The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.) A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: |
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| | Shares entitled to vote. |
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| | Number of shares represented at the meeting. |
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| | Shares voted in favor. |
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| | Shares voted against. |
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| | B. Unanimous written consent executed on April 5, 2000 and signed by all shareholders entitled to vote. |
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 6th day of April, 2000.
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Signature of current officer or chairman of the board | | Printed name of officer or chairman of the board Scott S. Cramer |
Signature title
Assistant Secretary
State of Indiana
Office of the Secretary of State
CERTIFICATE OF CANCELLATION OF ASSUMED BUSINESS NAME
of
ONYX BLACKFOOT LANDFILL, INC.
I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Cancellation of Assumed Business Name of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
Following said transaction the entity named above will not be doing business under the assumed business name(s) of:
ONYX
NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, June 07, 2000.
In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, June 7, 2000.
SUE ANNE GILROY,
SECRETARY OF STATE
1999091722
State of Indiana
Office of the Secretary of State
CERTIFICATE OF ASSUMED BUSINESS NAME
of
ONYX BLACKFOOT LANDFILL, INC.
I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Certificate of Assumed Business Name of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
Following said transaction the entity named above will be doing business under the assumed business name(s) of:
ONYX
NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, May 17, 2000.
In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, May 17, 2000.
SUE ANNE GILROY,
SECRETARY OF STATE
State of Indiana
Office of the Secretary of State
CERTIFICATE OF AMENDMENT
of
ONYX BLACKFOOT LANDFILL, INC.
I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
The name following said transaction will be:
VEOLIA ES BLACKFOOT LANDFILL, INC.
NOW, THEREFORE, with this document I certify that said transaction will become effective Saturday, July 01, 2006.
In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, June 12, 2006.
TODD ROKITA,
SECRETARY OF STATE
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ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (R10/1-03) Approved by State Board of Accounts 1995 | | | | 1999091722 TODD ROKITA SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
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INSTRUCTIONS: | | Use 8 1/2” x 11” white paper for attachments. Present original and one copy to address in upper right corner of this form. Please TYPE or PRINT. Please visit our office on the web atwww.sos.in.gov | | Indiana Code 23-1-38-1 et seq. FILING FEE: $30.00 |
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ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF |
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Name of Corporation Date of Incorporation Onyx Blackfoot Landfill, Inc. 9-27-99 |
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The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of (indicate appropriate act) x Indiana Business Corporation Law¨ Indiana Professional Corporation Act of 1983 as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: |
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ARTICLE I Amendment(s) |
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The exact text of Article(s) 1 of the Articles of incorporation is now as follows: (NOTE: If amending the name of corporation, write Article “1” in space above and write “The name of the Corporation is . ” below) The name of the Corporation is: Veolia ES Blackfoot Landfill, Inc. These Articles of Amendment shall have a delayed effective date of July 1, 2006. |
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ARTICLE II |
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Date of each amendment’s adoption: December 31, 2005 |
(Continued on the reverse side)
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ARTICLE III Manner of Adoption and Vote |
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Mark applicable section: Note – Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed. |
¨ SECTION 1 | | This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. |
x SECTION 2 | | The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.) |
| | A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: |
| | Shares entitled to vote. |
| | Number of shares represented at the meeting. |
| | Shares voted in favor. |
| | Shares voted against. |
| | B. Unanimous written consent executed on December 31, 2005 and signed by all shareholders entitled to vote. |
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ARTICLE IV Compliance with Legal Requirements |
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The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. |
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I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 9th day of June, 2006. |
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Signature of current officer or chairman of the board | | Printed name of officer or chairman of the board Michael K. Slattery |
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Signature title Vice President and Secretary | | |
State of Indiana
Office of the Secretary of State
CERTIFICATE OF ASSUMED BUSINESS NAME
of
VEOLIA ES BLACKFOOT LANDFILL, INC.
I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Certificate of Assumed Business Name of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
Following said transaction the entity named above will be doing business under the assumed business name(s) of:
VEOLIA ENVIRONMENTAL SERVICES
NOW, THEREFORE, with this document I certify that said transaction will become effective Monday, August 21, 2006.
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| | In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, August 21, 2006. TODD ROKITA, SECRETARY OF STATE |
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CERTIFICATE OF ASSUMED BUSINESS NAME (All Entities) State Form 30353 (R11/1-03) State Board of Accounts Approved 2002 | | 1999091722 TODD ROKITA SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
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INSTRUCTIONS: Use 8 1/2” x 11” sheet of white paper for attachments. Present original and one (1) copy to address in upper right corner of this form. Please TYPE or PRINT. Please visit our office on the web atwww.sos.in.gov | | FILING FEES PER CERTIFICATE: For-Profit Corporation, Limited Liability Company, Limited Partnership $30.00 Not-For-Profit Corporation $26.00 |
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1. Name of entity. Veolia ES Blackfoot Landfill, Inc. | | 2. Date of incorporation/admission/organization 9/27/1999 |
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3. Address at which the entity will do business or have an office in Indiana. If no office in Indiana, then state current registered address (street address) 3726 E. State Road 64 |
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City, state and ZIP code Winslow, IN 47598 |
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4. Assumed business name(s) Veolia Environmental Services |
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5. Principal office address of the entity (street address) 125 S. 84th Street, Suite 200 |
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City, state and ZIP code Milwaukee, WI 53214 |
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6. Signature of officer or other authorized party | | 7. Printed name and title Michael K. Slattery, Secretary |
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This instrument was prepared by: Joyce C. Hansen, ph: 414-479-7802 |
State of Indiana
Office of the Secretary of State
CERTIFICATE OF AMENDMENT
of
VEOLIA ES BLACKFOOT LANDFILL, INC.
I, CONNIE LAWSON, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
The name following said transaction will be:
ADVANCED DISPOSAL SERVICES BLACKFOOT LANDFILL, INC.
NOW, THEREFORE, with this document I certify that said transaction will become effective Monday, December 03, 2012.
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| | In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, December 03, 2012. CONNIE LAWSON, SECRETARY OF STATE |
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ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (R12/4-12) Approved by State Board of Accounts, 1995 | | CONNIE LAWSON SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
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INSTRUCTIONS: | | 1. Use 8 1/2” x 11” white paper for attachments. 2. Present original and one copy to address in upper right corner of this form. 3. Please TYPE or 4. Please visit our office on the web atwww.sos.in.gov. | | Indiana Code 23-1-38-1 et seq. FILING FEE: $30.00 |
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ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF |
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Name of Corporation Date of Incorporation (month, day, year) Veolia ES Blackfoot Landfill, Inc. 9-27-99 |
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The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act) |
|
x Indiana Business Corporation Law ¨ Indiana Professional Corporation Act of 1983 as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: |
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ARTICLE I Amendment(s) |
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The exact text of Article(s) I of the Articles of Incorporation is now as follows: (NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is .”below.) The name of the Corporation is Advanced Disposal Services Blackfoot Landfill, Inc. |
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ARTICLE II |
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Date of each amendment’s adoption (month, day, year): November 20, 2012 |
(Continued on the reverse side)
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ARTICLE III Manner of Adoption and Vote |
Mark applicable section: Note – Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires a shareholder approval, Section 2 must be marked and either A or B completed. |
| |
¨ SECTION 1 | | This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. |
| |
x SECTION 2 | | The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.) A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: |
| |
| | Shares entitled to vote. |
| | Number of shares represented at the meeting. |
| | Shares voted in favor. |
| | Shares voted against. |
| | B. Unanimous written consent executed on November 20, 2012 and signed by all shareholders entitled to vote. |
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ARTICLE IV Compliance with Legal Requirements |
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The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. |
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 29th day of November, 2012. |
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Signature of current officer or chairman of the board | | Printed name of officer or chairman of the board Christian B. Mills |
Title of signatory Assistant Secretary | | |