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EXHIBIT 3.7
CERTIFICATE OF INCORPORATION
OF
IESI NJ RECYCLING CORPORATION
1. The name of the corporation (the "Corporation") is:
IESI NJ RECYCLING CORPORATION
2. The address of its registered office in the State of Delaware is
1013 Centre Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is Corporation Service 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. The name and mailing address of the incorporator is as follows:
Stephen B. Selbst
McDermott, Will & Emery
50 Rockefeller Plaza
New York, New York 10020
6. 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repealed by the stockholders or by a majority of the entire board of directors.
7. 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 upon the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 210 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.
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8. Elections of directors need not be by written ballot.
9. (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 or
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 9(a),
(b) or (c), shall eliminate or reduce the effect of this paragraph 9,
subparagraph (a), (b) or (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 9(a), (b) or (c), if such provision had not
been so amended or repealed or if 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 (1) 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 (2) shall be liable by
reason that, in addition to any and all other requirements for liability, he:
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(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;
(iii) shall have acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to so 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 amended
after July 21, 1998 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.
THE UNDERSIGNED, being the incorporator herein before named. for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Delaware makes this Certificate, hereby declaring and certifying that
this is his act and deed and the facts herein stated are true and, accordingly,
bas hereunto set his hand this 24th day of July, 1998.
/s/ Stephen B. Selbst
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Stephen B. Selbst
Incorporator
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CERTIFICATE OF MERGER
OF
COOPERATIVE RECYCLING COMPANY, L.L.C.,
WITH AND INTO
IESI NJ RECYCLING CORPORATION,
(PURSUANT TO SECTION 264 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
AND SECTION 20b.(1) OF THE
NEW JERSEY LIMITED LIABILITY COMPANY ACT)
Pursuant to the provisions of Section 264 of the General Corporation
Law of the State of Delaware and Section 20b.(1) of the New Jersey Limited
Liability Company Act, the undersigned hereby certifies that:
1. The name and state of formation or incorporation of each of the
constituent entities are: Cooperative Recycling Company, L.L.C.,
a New Jersey limited liability company ("Core"), and IESI NJ
Recycling Corporation, a Delaware corporation.
2. An agreement of merger, dated as of October 1, 1998 (the "Merger
Agreement") has been approved, adopted, certified, executed and
acknowledged by Core and IESI NJ Recycling Corporation in
accordance with the provisions of Section 264(b) of the General
Corporation Law of the State of Delaware and Section 20b.(1) of
the New Jersey Limited Liability Company Act.
3. The name of the surviving entity is IESI NJ Recycling
Corporation, a Delaware corporation.
4. The certificate of incorporation of IESI NJ Recycling
Corporation, as in effect immediately prior to the consummation
of the merger, shall be the certificate of incorporation of the
surviving corporation.
5. The executed Merger Agreement is on file at the principal place
of business of IESI NJ Recycling Corporation, which is located at
2 Commerce Street, Bayonne, New Jersey 07002.
6. A copy of the Merger Agreement will be furnished by IESI NJ
Recycling Corporation, on request and without cost, to any
stockholder of IESI NJ Recycling Corporation and to any member of
Core.
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IN WITNESS WHEREOF, each of IESI NJ Recycling Corporation, a Delaware
corporation, and Cooperative Recycling Company, L.L.C., have caused this
certificate to be signed by their duly authorized officers, on the 1st day of
October, 1998.
IESI NJ RECYCLING CORPORATION
By: /s/
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Title: District Manager
COOPERATIVE RECYCLING COMPANY, L.L.C.
By: /s/ Jeffrey J. Keenan
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Title: Manager
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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 NJ Recycling Corporation, 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, by the unanimous
written consent of its members, filed with the minutes of the Board of
Directors, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of IESI NJ Recycling
Corporation be amended by deleting Article Seventh in its entirety and
renumbering Articles subsequent to said Article Seventh 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 June 14, 1999.
By: /s/ Jeffrey J. Keenan
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Jeffrey J. Keenan
Chairman
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