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EXHIBIT 3.14
RESTATED CERTIFICATE OF INCORPORATION
OF
EASTERN WASTE OF BETHLEHEM, INC.
Eastern Waste of Bethlehem (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify that;
1. The name of the Corporation is Eastern Waste of Bethlehem, Inc.,
and the date of filing of its original Certificate of Incorporation with the
State of Delaware was March 26, 1998.
2. This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the General Corporation Law of the State of
Delaware.
3. This Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of the
Corporation as follows:
(a) to change the name of the Corporation to IESI PA Bethlehem
Landfill Corporation;
(b) to add a provision with respect to compromises or arrangements
with creditors;
(c) to add a provision with respect to indemnification of an
officer, director, employee or agent of the Corporation; and
(d) to change the par value of shares of stock of the Corporation.
4. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby, and is hereby restated, to
read in its entirety as set forth herein:
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RESTATED CERTIFICATE OF INCORPORATION
OF
IESI PA BETHLEHEM LANDFILL CORPORATION
1. The name of the corporation (the "Corporation") is:
IESI PA BETHLEHEM LANDFILL CORPORATION
2. The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
4. The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock; par value $.01 per
share.
5. In furtherance and not in limitation of the powers conferred by
statute, the by-laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by a majority of the entire board of directors.
6. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
7. Elections of directors need not be by written ballot.
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8. (a) The Corporation shall indemnify to the fullest extent
permitted under and in accordance with the laws of the State of Delaware any
person who 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, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
employee or agent of or in any other capacity with another corporation.
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
(b) Expenses incurred in defending a civil or criminal action, suit
or proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Paragraph.
(c) The indemnification and other rights set forth in this Paragraph
shall not be exclusive of any provisions with respect thereto in the by-laws or
any other contract or agreement between the Corporation and any officer,
director, employee or agent of the corporation.
(d) Neither the amendment nor repeal of this paragraph 9,
subparagraph (a), (b) or (c), nor the adoption of any provision of this
Certificate of Incorporation inconsistent with paragraph 9, subparagraph (a),
(b) or (c), shall eliminate or reduce the effect of this paragraph 9,
subparagraphs (a), (b) and (c), in respect of any matter occurring before such
amendment, repeal or adoption of an inconsistent provision or in respect of any
cause of action, suit or claim relating to any such matter which would have
given rise to a right of indemnification or right to receive expenses pursuant
to this paragraph 9, subparagraph (a), (b) or (c), if such provision had not
been so amended or repealed or if a provision inconsistent therewith had not
been so adopted.
(e) No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (A) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or any
amendment thereto or successor provision thereto, or (H) shall be liable by
reason that, in addition to any and all other requirements for liability, he:
(i) shall have breached his duty of loyalty to the
Corporation or its stockholders;
(ii) shall not have acted in good faith or, in failing to act,
shall not have acted in good faith;
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(iii) shall have acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to act, shall
have acted in a manner involving intentional misconduct or a knowing
violation of law; or
(iv) shall have derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
9. This Restated Certificate of Incorporation was duly adopted by
the board of directors of the Corporation in accordance with Section 245 of the
General Corporation Law of the State of Delaware and by written consent of the
Sole Stockholder of the corporation as provided in Section 242 and 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey J. Keenan, its Chairman this 7th day of July, 1999.
EASTERN WASTE OF BETHLEHEM, INC.
By: /s/ Jeffrey J. Keenan
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Name: Jeffrey J. Keenan
Title: Chairman
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
UNDER SECTION 242 OF
THE GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE
* * * * *
IESI PA Bethlehem Landfill Corporation, a corporation organized and
existing under and by vide of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board of
Directors, adopted resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of IESI PA
Bethlehem Landfill Corporation be amended by deleting
Article Sixth in its entirety and renumbering Articles
subsequent to said Article Sixth accordingly, including
corresponding cross-references.
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.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by the undersigned, who
affirms and acknowledges, under penalties of perjury, that the execution hereof
is the act and deed of the corporation, and that the facts stated herein are
true, in accordance with the provisions of Sections 103 and 242 of the General
Corporation Law of the State of Delaware, on August 20, 1999.
/s/ Jeffrey J. Keenan
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Jeffrey J. Keenan
Chairman
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