Exhibit 3.21
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TOTAL WASTE SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA
The undersigned, Oklahoma corporation, for the purpose of amending and
restating the Certificate of Incorporation filed on November 3, 1995, does
hereby certify:
1. The name of the Corporation is Total Waste Systems, Inc.
2. The address of the registered office in the State of Oklahoma is 4401
Sherburne Drive, Norman, Oklahoma 73072, and the registered agent is John B.
Todd.
3. The name and mailing address of each incorporator is:
<Table>
<Caption>
Name Address
---- -------
Stephen A. Zrenda, Jr. 1520 Bank One Tower
100 North Broadway
Oklahoma City, Oklahoma 73102
</Table>
4. The purposes for which the Corporation is formed are as follows:
A. To engage in any lawful act or activity for which corporations
may be organized under the general corporation law of Oklahoma as
now existing or hereafter enacted;
B. To buy, sell, lease, assign, convey in trust, pledge, subdivide,
exchange, improve, cultivate, develop, maintain, construct, mortgage
or otherwise acquire, transfer or encumber, and generally deal in
and with any real estate, improved or unimproved, as may be now or
hereafter permitted by the Constitution and laws of the State of
Oklahoma and wheresoever situated within or without the State of
Oklahoma;
C. To engage in all aspects of natural energy exploration and
development as principal, partner, joint venturer, limited partner,
developer, operator, owner or otherwise, including without
limitation the following:
(1) To operate to the full extent permitted by the laws of the
State of Oklahoma a drilling, service and supply company in
the State of Oklahoma or any place authorized;
<Page>
(2) To drill wells for the production of oil and gas for the
Corporation's own account and for others by contract, turnkey
or day work and conduct and perform oilfield services;
(3) To engage in the treatment, servicing and supervision of wells
for the production of water, oil, gas, casinghead gas,
uranium, sulphur, and other mineral or hydrocarbon substances;
(4) To engage in the consultation and evaluation of water, oil,
gas, casinghead gas, uranium, sulphur and other mineral or
hydrocarbon substances; to engage in the supervision of
drilling, completion and recompletion operations of wells for
the primary and secondary production of water, oil, gas,
casinghead gas, uranium, sulphur, and other mineral or
hydrocarbon substances;
(5) To manufacture, buy or sell acids, solvents, cleaning fluids,
explosives, and other chemicals and substances which are used
in the drilling, treatment and servicing of wells for the
production of water, oil, gas, casinghead gas, uranium,
sulphur, and other mineral or hydrocarbon substances;
(6) To manufacture, buy or sell equipment used for introducing
into wells any such acids, solvents, cleaning fluids,
explosives, and other chemicals for the treatment and
servicing of wells;
(7) To buy, sell or lease interests in land for the purpose of
exploring for and producing water, oil, gas, casinghead gas,
uranium, sulphur and other mineral or hydrocarbon substances;
to engage in operations for the exploration, drilling and
development of such land; to construct pipelines and engage in
any other activities necessary for the transportation and
marketing of water, oil, casinghead gas, uranium, sulphur and
other mineral or hydrocarbon substances; to engage in all
activities necessary for the sale and disposal of such
substances, including the establishment of wholesale and
retail outlets;
(8) To engage in the treatment and servicing, by chemical or
mechanical means, of boilers, pipelines, machines, wells,
gathering tanks, and other mechanical equipment or apparatus
used for the production of water, oil, gas, casinghead gas,
uranium, sulphur and other mineral or hydrocarbon substances;
(9) To manufacture, buy or sell equipment for use in the treatment
and servicing, by chemical or mechanical means, of boilers,
pipelines, wells, gathering tanks, and other mechanical
equipment or apparatus used for the production of water, oil,
gas, casinghead gas, uranium, sulphur and other mineral or
hydrocarbon substances; and
-2-
<Page>
(10) To engage in research, exploration, laboratory and development
work relating to any substance, compound, mixture, chemical,
explosive, acid or solvent, and any process, machine, or
equipment which is used or produced in the drilling of water,
oil, gas, casinghead gas, uranium, sulphur and other mineral
or hydrocarbon substances;
D. To buy, sell, own and exploit letters patent, licenses under letters
patent, processes of manufacture, secret or otherwise, copyrights,
trademarks, and tradenames and to grant licenses or sublicenses
thereunder for any and all lawful considerations, and to hold, own,
use and sell rights under such patents, licenses, copyrights,
trademarks, and tradenames or processes, or products produced
pursuant to the disclosure thereof;
E. To build, construct, equip, own, control, lease, or otherwise
acquire, and operate all kinds and classes of real and personal
property wheresoever situated within or without the State of
Oklahoma;
F. To acquire by lease, gift or purchase, sell, assign, exchange,
convey in trust and pledge all types of transportation equipment
necessary for or incident to the transportation and delivery of
products and merchandise offered for sale by the Corporation, and
to apply for, receive and hold licenses and certificates of
convenience and necessity for the operation of transportation
facilities for the transportation of the products and merchandise
of the Corporation, for its own benefit or for the account of its
customers or principals;
G. To borrow money with or without evidencing the same with bonds,
notes or other evidence of indebtedness, with or without securing
the same, and with power to execute mortgages, or deeds of trust,
and instruments to secure indebtedness, to loan money upon such
security as the Corporation might desire, and to make all
necessary contracts either to borrow or to loan money and to
secure or take security for the same as the Corporation might
desire;
H. To subscribe or cause to be subscribed, acquire, hold, encumber,
sell or otherwise dispose of or deal in shares of the capital
stock, bonds, debentures, notes or other securities or evidence
of indebtedness of this Corporation and any other person,
corporation, association, trust or other entity, whether domestic
or foreign, whether now or hereafter organized and to exercise
all the rights, powers and privileges of ownership, and to deal
in stocks and securities either as an agent or broker or
otherwise;
I. To promote or to aid in any manner, financially or otherwise, any
person, corporation, association, trust or other entity of which
any stocks, bonds or other evidence of indebtedness or securities
are held directly or indirectly by the Corporation; and to
guarantee the contracts, dividends, stocks, bonds, notes and
other obligations of such other persons, corporations,
associations, trusts or other entities and to do any other acts
or things designed to protect, preserve, improve
-3-
<Page>
or enhance the value of such stocks, bonds or other evidence of
indebtedness or securities;
J. To buy, sell, lease, exchange, develop, mortgage or otherwise
acquire, transfer or encumber any interests in minerals, and to
manage, control and exploit mineral interests and collect the
revenue arising therefrom;
K. To exercise any of the powers, hereinbefore or hereinafter set
forth, in conjunction with others, in the capacity of principal,
agent, partner, stockholder, or holder of any interest in shares of
stock, joint venturer or as a member of a partnership, syndicate or
pool, for the Corporation or others; and
L. To do all things necessary or convenient for the accomplishment of
any of the foregoing purposes, and to have and exercise all powers
conferred by the laws of Oklahoma upon corporations, as such laws
are now in effect or may at any time hereafter be amended.
5. The number of shares which the Corporation shall have authority to issue
is Thirty-Four Million (34,000,000) shares. The designation of each class, the
number of shares for each class, and the par value of the shares of each class
are as follows:
<Table>
<Caption>
CLASS NO. OF SHARES PAR VALUE TOTAL VALUE
----- ------------- --------- -----------
(a) Voting 7,000,000 $0.001 $7,000.00
Common
(b) Non-Voting 27,000,000 $0.001 $27,000.00.
Common
</Table>
Shares of stock which the Corporation is authorized to issue may be issued
and treasury stock may be transferred for such consideration as the directors
of the Corporation (the "Directors") shall determine. The preferences,
qualifications, limitations, restrictions and the special or relative rights
of the shares of stock of this Corporation are as follows:
A. All voting rights shall be vested exclusively in the holders of the
issued and outstanding voting common shares, the right to increase
or decrease the authorized shares of any class or classes, together
with the right to vote on the sale of all or substantially all of
the assets of the Corporation, together with all other voting
rights, being specifically reserved to the holders of the issued and
outstanding voting common shares.
B. The holders of the issued and outstanding non-voting common shares
shall have and possess no voting rights whatsoever, except as may be
otherwise provided by law. The non-voting common shares may be
redeemed by the Corporation on resolution of the Directors, either
in whole or in part at par value, as determined in the sole
discretion of the Directors.
-4-
<Page>
6. The Directors are hereby granted full authority to cause the
Corporation to issue one or more classes of stock or one or more series of
stock within any class thereof, any or all of which classes may be of stock
with par value or stock without par value and which classes or series may
have such voting powers, full or limited or no voting powers, and such
designations, preferences and relative, participating optional or other
special rights, and qualifications, limitations or restrictions thereof as
shall be stated and expressed in a resolution or resolutions of the Directors.
7. The following provisions for the regulation of the internal affairs of
the Corporation are hereby adopted:
A. The Bylaws for the governing of the Corporation may be adopted,
amended, altered, repealed or readopted by the Directors at any
regular or special meeting of the Directors, but the powers of
the Directors will at all times be subject to the right of the
shareholders to adopt, amend or repeal the Bylaws at any annual
or special meeting of shareholders, and the power of the
Directors will not extend to any amendment of the Bylaws
respecting the number, qualifications or term of office of the
Directors.
B. A quorum of Directors necessary for conducting business shall
never be less than a majority of the Directors holding office.
C. A vote of the shareholders of the Corporation as a constituent
corporation surviving a merger shall be required to authorize a
merger notwithstanding the fact that the merger meets the
conditions of 18 Okla. Stat. Section 1081 F.
D. The number of authorized shares of any class or classes of stock
may, by amendment to the Corporation's Certificate of
Incorporation, be increased or decreased but not below the number
of shares of such class or classes then outstanding, by the
affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote, irrespective of the provisions of
18 Okla. Stat. Section 1077 B. 2.
E. On the request of any person who believes he is entitled to
indemnification pursuant to the provisions of 18 Okla. Stat.
Section 1031 A. or B., the Directors will by vote at a special
meeting, immediately called for such purpose, determine whether
such person has met the standards of conduct set forth in 18
Okla. Stat. Section 1031 A. or B., whichever is applicable,
subject to the provisions of 18 Okla. Stat. Section 1031 D.1. and
2., and if so provide for such indemnification.
F. 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 shareholders or any class of them, any
court of equitable jurisdiction within the State of Oklahoma, on
the application in a summary way of this Corporation or of any
creditor or shareholder thereof or on the application of any
receiver or receivers appointed for this Corporation under the
provisions of Section 1106 of
-5-
<Page>
the Oklahoma Business Corporation Act (the "Act") or on the
application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of
Section 1100 of the Act, may order a meeting of the creditors or
class of creditors, and/or of the shareholders or class of
shareholders of this Corporation, as the case may be, to be
summoned in such manner as the court directs. If a majority in
number representing three-fourths (3/4ths) in value of the
creditors or class of creditors, and/or of the shareholders or
class of shareholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization
of this Corporation as a consequence of such compromise or
arrangement, the compromise or arrangement and the
reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors
or class of creditors, and/or on all the shareholders or class
of shareholders, of this Corporation, as the case may be, and
also on this Corporation.
G. Appraisal rights, as provided for in the Act, including 18 Okla.
Stat. Section 1091, shall be available for the shares of any
class or series of the Corporation's stock as a result of:
(i) any merger or consolidation in which the Corporation is a
constituent corporation; and
(ii) the sale of all or substantially all of the assets of the
Corporation.
8. At a meeting of the Shareholders a resolution was duly adopted setting
forth the foregoing proposed amendments to the Certificate of Incorporation
of the Corporation, declaring the amendments to be advisable and calling a
meeting of the Board of Directors of the Corporation for consideration.
Thereafter, pursuant to the resolution of its Shareholders, a meeting of the
Board of Directors of the Corporation was duly held, at which meeting the
necessary resolution was duly adopted in favor of the amendments.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President and attested by its Assistant Secretary, this 24th
day of October, 2000.
/s/ John B. Todd
--------------------------------
John B. Todd, President
ATTEST:
/s/ Stacy Axtman
- --------------------------------------
Stacy Axtman, Assistant Secretary
(SEAL)
-6-