EXHIBIT 3.9
ARTICLES OF INCORPORATION
Pursuant to the provisions of "The Business Corporation Act of 1983",
the undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE: The name of the corporation is RUSSELL-STANLEY MIDWEST, INC.
ARTICLE TWO: The name and address of the initial registered agent and its
registered office are:
C T CORPORATION SYSTEM
c/o C T CORPORATION SYSTEM,
208 S. La Salle Street
Chicago 60604 Cook County
ARTICLE THREE: The purpose or purposes for which the corporation is
organized are: The transaction of any or all lawful
businesses for which corporations may be incorporated under
the Illinois business corporation act.
ARTICLE FOUR: Paragraph 1: The authorized shares shall be:
Par Value Number of Shares
Class per share authorized
----- --------- ----------
Common no par value 1000
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of
the shares of each class are: none
ARTICLE FIVE: The number of shares to be issued initially, and the
consideration to be received by the corporation therefor,
are:
Number of Shares Consideration
Par Value proposed to be to be received
Class per share issued therefor
----- --------- ---------- ---------------
Common no par value 1000 $1,000
TOTAL $ 1,000
NAMES AND ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties
of perjury, that the statements made in the foregoing Article of Incorporation
are true.
Dated June 24, 1985
Signatures and Names Post Office Address
1. /s/ Ellen S. Estes 1.1633 Broadway
ELLEN S. ESTES New York, New York 10019
2./s/ Bonnie L. Campbell 2.1633 Broadway
BONNIE L. CAMPBELL New York, New York 10019
3./s/ Todd A. Rudner 3.1633 Broadway
TODD A. RUDNER New York, New York 10019
(SIGNATURES MUST BE IN INK ON ORIGINAL DOCUMENT. CARBON COPY, XEROX OR RUBBER
STAMP SIGNATURES MAY ONLY BE USED ON CONFORMED COPIES)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice President and verified by him, and attested by its Secretary
or an Assistant Secretary.
ARTICLES OF AMENDMENT
1. CORPORATE NAME: Russell-Stanley Midwest, Inc.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of incorporation was adopted on
October 22, 1998 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected;
[ ] By a majority of the board of directors, in accordance with
Section 10.10, the corporation having issued no shares as of the
time of adoption of this amendment;
[ ] By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment;
[ ] By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by statute and by
the articles of incorporation were voted in favor of the
amendment;
[ ] By the shareholders, in accordance with Section 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of
votes required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
[x] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this amendment.
3. TEXT OF AMENDMENT
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
Russell-Stanley, Inc.
(NEW NAME) Nov 09 1998
All changes other than name, include on page 2
(ILL. - 583 - 9/14/95) (over) SECRETARY OF STATE
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient space
to do so, add one or more sheets of this size.)
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or affected by this amendment, is as follows:
(If not applicable, insert "No change")
No change.
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-In Surplus and is equal to the total of
these accounts) is as follows: (If not applicable, insert "No change")
No change.
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert No "Change")
No change.
Before Amendment After Amendment
Paid-in Capital $______________ $___________
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated October 22, 1998 Russell-Stanley Midwest, Inc.
(Exact Name of Corporation at date of execution)
attested by /s/ RONALD M. LITCHKOWSKI by /s/ DANIEL W. MILLER
Ronald M. Litchkowski, Secretary Daniel W. Miller,
Executive Vice President