EXHIBIT 3.19
CERTIFICATE OF INCORPORATION
OF
WASTE SERVICES OF ALABAMA, INC.
Article One
The name of the corporation is Waste Services of Alabama, Inc.
Article Two
The address of the corporation's registered office in the State of
Delaware in 1209 Orange Street, in the City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
Article Three
The purpose of 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.
Article Four
The corporation shall be authorized to issue one class of shares of stock
to be designated "Common Stock;" the total number of shares of Common Stock that
the corporation shall have authority to issue shall be 1,000, and each of such
shares shall have a par value of $.001.
Article Five
The name and mailing address of the incorporator is Larry D. Henk, 15300
N. 90th Street, Suite 750, Scottsdale, Arizona 85260.
Article Six
The number of directors constituting the initial Board of Directors of the
corporation is one. Thereafter, the number of directors constituting the Board
of Directors shall be as set forth in the Bylaws. The name and mailing address
of the person who is to serve as a director until the first annual meeting of
stockholders or until his successor is elected and qualified is Larry D. Henk,
15300 N. 90th Street, Suite 750, Scottsdale, Arizona 85260.
Article Seven
To the fullest extent permitted by the Delaware General Corporation Law, a
director or former director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director of the corporation; provided, that the foregoing provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174
of Title 8 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
If the Delaware General Corporation Law is amended to authorize corporate
action further eliminating or limiting the liability of directors, the liability
of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as amended.
Any repeal or modification of this Article Seven shall not adversely
affect any right or protection of a director of the corporation existing
hereunder with respect to any act or omission occurring prior to or at the time
of such repeal or modification.
The provisions of this Article Seven shall not be deemed to limit or
preclude indemnification of a director by the corporation for any liability of a
director which has not been eliminated by the provisions of this Article Seven.
Article Eight
The corporation shall indemnify any person who is or was a director or
officer of the corporation, with respect to action taken or omitted by such
person in such capacities to the fullest extent authorized or permitted by law,
as now or hereafter in effect, and such right to indemnification shall continue
as to a person who has ceased to be a director or officer, as the case may be,
and shall inure to the benefit of such person's heirs, executors and personal
and legal representatives. These rights of indemnification shall not be
exclusive of any other right that any person may have or hereafter acquire under
this Certificate of Incorporation, the Bylaws, any statute, agreements, vote of
shareholders or disinterested directors or otherwise. Any repeal or modification
of these indemnification provisions shall not adversely affect any rights to
indemnification any person may have at the time of such repeal or modification
with respect to any acts or omissions occurring prior to such repeal or
modification.
Article Nine
The corporation reserves the right to amend, alter, change, or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the Delaware General Corporation Law.
Article Ten
The Board of Directors of the corporation shall have the power to adopt,
amend, and repeal any or all of the Bylaws of the corporation.
Article Eleven
Election of members to the Board of Directors need not be by written
ballot unless the Bylaws of the corporation shall so provide. Meetings of the
stockholders of the corporation may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the Delaware General Corporation
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Law) outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the Bylaws of the corporation.
I, THE UNDERSIGNED, for the purposes of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true.
Dated this 14th day of January, 2004.
/s/ Larry D. Henk
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Larry D. Henk
Incorporator
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