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EXHIBIT 3.1
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la compagnie en Ontario
[LOGO] Ministry of Minstere de 937896
Consumer and
Commercial la Consommation
Ontario Relations et du Commerce
CORRECTED CERTIFICATE CERTIFICAT RECTIFIE
This is a corrected Le present certificat est
certificate endorsed rectifie et signe con-
pursuant to Section 273 formement a l'article 273
of the Business de la loi de 1982
Corporations Act, 1982 sur les compagnies.
and effective on Il entre en vigueur le
April 15 Avril 1991
/s/
Director Le Directeur
Companies Branch Direction des compagnies
Trans Line Comp Method
Code No. Stat. Type Incorp. Share
A O O A 3 S
18 20 28 29 30 31
Notice
Req'd Jurisdiction
N ONTARIO A
32 33 47 57
___________________________________________________________________________________________________________________________________
ARTICLES OF AMALGAMATION
STATUTS DE FUSION
Form 4
Business 1. The name of the amalgamated corporation is: Denomination sociale de la compagnie issue de la fusion:
Corporations
Act, 1982 LINCOLN WASTE MANAGEMENT INC.
_______________________________________________________________________________________________________________
Formule _______________________________________________________________________________________________________________
numero 4
Loi de 1982 _______________________________________________________________________________________________________________
sur les
compagnies _______________________________________________________________________________________________________________
2. The address of the registered office is: Adresse du siege social:
Suite 1910, 7 King Street East
____________________________________________________________________________________________________________________
(Street & Number or R.R. Number & if Multi-Office Building give Room No.)
(Rue et numero, ou numero de la R.R. et s'il s'agit d'un edifice a bureaux, numero du bureau)
Toronto, Ontario M 5 C 1 A 2
____________________________________________________________________________________________________________________
(Name of Municipality or Post Office) (Postal Code)
(Nom de la municipalite ou du bureau de poste) (Code Postal)
City of Toronto Municipality of Metropolitan Toronto
_______________________________________________ in the ________________________________________________________
(Name of Municipality, Geographical Township) dans le/la (County, District, Regional Municipality)
(Nom de la municipalite, du canton) (Comte, district, municipalite regionale)
3. Number (or minimum and maximum number) Nombre (ou nombres minimal et maximal)
of directors is: d'administrateurs:
Minimum of three (3), Maximum of twelve (12).
4. The director(s) is/are: Administrateur(s):
First name, initials and surname Resident address, giving Street & No. or Resident
Prenom, initiales et nom de famille R.R. No., Municipality and Postal Code Canadian
Adresse personnelle, y compris la rue et le State
numero, le numero de la R.R. ou le nom de la Yes or No
municipalite et le code postal Resident
Canadian
Oui/Non
____________________________________________________________________________________________________________________
Kenneth Fowler 364 Martindale Road Yes
St. Catharines, Ontario L2R 6P9
Jack Kiervin 216 Dunwoody Drive Yes
Oakville, Ontario L6J 4G6
Roy Cairns 25-5 Carn Castle Gate Yes
St. Catharines, Ontario L2N 5V4
Howard Beck 3 Ormsby Crescent Yes
Toronto, Ontario M5P 2V2
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4. The director(s) is/are: Administrateur(s):
First name, initials and surname Resident address, giving Street & No. or Resident
Prenom, initiales et nom de famille R.R. No., Municipality and Postal Code Canadian
Adresse personnelle, y compris la rue et le State
numero, le numero de la R.R. ou le nom de la Yes or No
municipalite et le code postal Resident
Canadian
Oui/Non
____________________________________________________________________________________________________________________
Allen Fracassi 80 Mountain Brow Yes
Hamilton, Ontario L8T 1A4
Philip Fracassi 149 Hanover Place Yes
Hamilton, Ontario L8K 6B4
Derek Rolfe 151 Silverbirch Avenues Yes
Toronto, Ontario M4E 3L3
William G. Townsend R.R. #5 Yes
Milton, Ontario L9T 2X9
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5. A) The amalgamation agreement has been duly A) Les actionnaires de chaque compagnie
adopted by the shareholders of each of the qui fusionne ont dument adopte la
amalgamating corporations as required by [ ] convention de fusion conformement
subsection 175(4) of the Business au paragraphe 175(4) de la Loi sur
Corporations Act on the date set out below. les compagnies a la date mentionnee
ci-dessous.
Check Cocher
A or B A ou B
B) The amalgamation has been approved by the [ X ] B) Les administrateurs de chaque compagnie qui
directors of each amalgamating corporation fusionne ont approuve la fusion par voie de
by a resolution as required by section 176 resolution conformement a l'article 176 de
of the Business Corporations Act on the date la Loi sur les compagnies a la date mentionnee
set out below. ci-dessous. Les statuts de fusion reprennent
essentiellement les dispositions des statuts
The articles of amalgamation in substance constitutifs de
contain the provisions of the articles of
incorporation of
LINCOLN WASTE MANAGEMENT INC.
________________________________________________________________________________________________________________________
and are more particularly set out in these articles. et sont enonces textuellement aux presents statuts.
Names of amalgamating Ontario Corporation Number Date of Adoption/Approval
corporations Numero de la compagnie en Ontario Date d'adoption ou d'approbation
Denomination sociale des
compagnies qui fusionnent
_________________________________________________________________________________________________________________________
Lincoln Waste
Management Inc. 907720 March 27, 1991
603296 Ontario Inc. 603296 March 28, 1991
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6. Restrictions, if any, Limites, s'il y a lieu,
on business the imposees aux activites
corporation may carry commerciales ou aux
on or on powers the pouvoirs de la compagnie.
corporation exercise.
No restrictions.
7. The classes and any maximum Categories et nombre
number of shares that the maximal, s'il y a lieu,
corporation is authorized d'actions que la compagnie
to issue. est autorisee a emettre:
An unlimited number of common shares and an unlimited number of
special shares.
8. Rights, privileges, Droits, privileges,
restrictions and conditions restrictions et conditions,
(if any) attaching to each s'il y a lieu, rattaches a
class of shares and chaque categorie d'actions
directors authority with et pouvoirs des
respect to any class of administrateurs relatifs a
shares which is to be issued chaque categorie d'actions
in series: qui peut etre emise en serie:
The special shares and the common shares of the Corporation shall
have attached thereto the respective rights, privileges, restrictions
and conditions hereinafter set forth, that is to say:
(a) The holders of the special shares shall not, as such, be entitled
to receive notice of or to attend at any meetings of the
shareholders of the Corporation and shall not be entitled to vote
at any such meetings (except where the holders of a specified
class of shares are entitled to vote separately as a class as
provided in the Business Corporations Act, 1982 (Ontario) (the
"Act")). Notwithstanding the aforesaid restrictions, conditions
or prohibitions on the right to vote, the holders of the special
shares are entitled to notice of meetings of shareholders called
for the purpose of authorizing the dissolution of the Corporation
or the sale, lease or exchange of all or substantially all the
property of the Corporation other than in the ordinary course of
business of the Corporation under subsection 183(3) of the Act,
as such subsection may be amended from time to time.
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(b) The holders of the special shares shall in each fiscal year of
the Corporation in the discretion of the directors, but always in
preference and priority to any payment of dividends on the common
shares for such fiscal year, be entitled to non-cumulative
dividends in the amount of 8% per annum of the redemption price;
if in any fiscal year, after providing for the full dividend on
the special shares, there shall remain any profits or surplus
available for dividends, such profits or surplus, or any part
thereof, may, in the discretion of the directors, be applied to
dividends on the common shares; the holders of the special shares
shall not be entitled to any dividends other than or in excess of
the non-cumulative dividends in the amount hereinbefore provided
for.
(c) The Corporation may, at its option, redeem all or from time to
time any part of the outstanding special shares on payment to the
holders thereof, for each share to be redeemed, of the sum of
$1.00 per share, together with all dividends declared thereon and
unpaid. Before redeeming any special shares the Corporation shall
mail to each person who, at the date of such mailing, is a
registered holder of shares to be redeemed, notice of the
intention of the Corporation to redeem such shares held by such
registered holder; such notice shall be mailed by ordinary
prepaid post addressed to the last address of such holder as it
appears on the records of the Corporation or, in the event of the
address of any such holder not appearing on the records of the
Corporation, then to the last known address of such holder, at
least 30 days before the date specified for redemption; such
notice shall set out the date on which redemption is to take
place and, if part only of the shares held by the person to whom
it is addressed is to be redeemed, the number thereof so to be
redeemed; on or after the date so specified for redemption the
Corporation shall pay or cause to be paid the redemption price to
the registered holders of the shares to be redeemed, on
presentation and surrender of the certificates for the shares so
called for redemption at such place or places as may be specified
in such notice, and the certificates for such shares shall
thereupon be cancelled, and the shares
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represented thereby shall thereupon be redeemed. In case a part
only of the outstanding special shares is at any time to be
redeemed, the shares to be redeemed shall be selected, at the
option of the directors, either by lot in such manner as the
directors in their sole discretion shall determine or as nearly
as may be pro rata (disregarding fractions) according to the
number of special shares held by each holder. In case a part
only of the special shares represented by any certificate shall
be redeemed, a new certificate for the balance shall be issued
at the expense of the Corporation. From and after the date
specified for redemption in such notice, the holders of the
shares called for redemption shall cease to be entitled to
dividends and shall not be entitled to any rights in respect
thereof, except to receive the redemption price, unless payment
of the redemption price shall not be made by the Corporation in
accordance with the foregoing provisions, in which case the
rights of the holders of such shares shall remain unimpaired. On
or before the date specified for redemption the Corporation
shall have the right to deposit the redemption price of the
shares called for redemption in a special account with any
chartered bank or trust company in Canada named in the notice of
redemption, such redemption price to be paid to or to the order
of the respective holders of such shares called for redemption
upon presentation and surrender of the certificates representing
the same and, upon such deposit being made, the shares in
respect whereof such deposit shall have been made shall be
redeemed and the rights of the several holders thereof, after
such deposit, shall be limited to receiving, out of the moneys so
deposited, without interest, the redemption price applicable to
their respective shares against presentation and surrender of
the certificates representing such shares.
(d) (i) Subject to paragraph 8(d)(ii) below, a holder of special
shares shall be entitled to require the Corporation to
redeem at any time and from time to time after the date of
issue of any special shares, upon giving notice as
hereinafter provided, all or any number of the special
shares registered in the name of such holder on the books of
the
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Corporation at a redemption price per share of $1.00
together with all dividends declared thereon and unpaid. A
holder of special shares exercising his option to have the
Corporation redeem, shall give notice to the Corporation,
which notice shall set out the date on which the Corporation
is to redeem, which date shall not be less than 10 days nor
more than 30 days from the date of mailing of the notice,
and if the holder desires to have less than all of the
special shares registered in his name redeemed by the
Corporation, the number of the holder's shares to be
redeemed. The date on which the redemption at the option of
the holder is to occur is hereafter referred to as the
"option redemption date". The holder of any special shares
may, with the consent of the Corporation, revoke such notice
prior to the option redemption date. Upon delivery to the
Corporation of a share certificate or certificates
representing the special shares which the holder desires to
have the Corporation redeem, the Corporation shall, on the
option redemption date, redeem such special shares by paying
to the holder the redemption price therefor. Upon payment of
the redemption price of the special shares to be redeemed by
the Corporation, the holders thereof shall cease to be
entitled to dividends or to exercise any rights of holders
in respect thereof.
(ii) If the redemption by the Corporation on any option
redemption date of all of the special shares to be redeemed
on such date would be contrary to any provisions of the Act
or any other applicable law, the Corporation shall be
obligated to redeem only the maximum number of special
shares which the Corporation determines it is then permitted
to redeem, such redemptions to be made pro rata
(disregarding fractions of shares) according to the number
of special shares required by each such holder to be
redeemed by the Corporation and the Corporation shall issue
new certificates representing the special shares not
redeemed by the Corporation; the Corporation shall, before
redeeming any
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other special shares, redeem in the manner contemplated by
paragraph 8(c) on the 1st day of each month thereafter the
maximum number of such special shares as would not then be
contrary to any provisions of the Act or any other
applicable law, until all of such shares have been redeemed,
provided that the Corporation shall be under no obligation
to give any notice to the holders of the special shares in
respect of such redemption or redemptions as provided for in
paragraph 8(c).
(e) The Corporation may purchase for cancellation the whole or any
part of the special shares at the lowest price at which, in the
opinion of the directors, such shares are obtainable, but not
exceeding the sum of $1.00 per share, together with all dividends
declared thereon and unpaid.
(f) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holders of the
special shares shall be entitled to receive, before any
distribution of any part of the assets of the Corporation among
the holders of any other shares, for each special share, an
amount of $1.00 per share and any dividends declared thereon and
unpaid and no more.
(g) The holders of the common shares shall be entitled to receive
notice of and to attend and vote at all meetings of the
shareholders of the Corporation (except where the holders of a
specified class are entitled to vote separately as a class as
provided in the Act) and each common share shall confer the right
to 1 vote in person or by proxy at all meetings of shareholders
of the Corporation.
(h) Subject to the prior rights of the holders of the special
shares, in the event of the liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary,
the holders of the common shares shall be entitled to receive the
remaining property of the Corporation.
9. The issue, transfer or L'emission, le transfert ou
ownership of shares is/is la propriete d'actions est/
not restricted and the n'est pas restreinte. Les
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restrictions (if any) are restrictions, s'il y a lieu,
as follows: sont les suivantes:
No restrictions.
10. Other provisions, (if any): Autres dispositions, s'il
y a lieu.
(a) Without in any way limiting the powers conferred upon the Corporation
and its directors by the Business Corporations Act, 1982 (Ontario), or
any successor statute, the board of directors may from time to time,
in such amounts and on such terms as it deems expedient charge,
mortgage, hypothecate or pledge all or any of the currently owned or
subsequently acquired real or personal, movable or immovable, property
of the Corporation, including book debts, rights, powers, franchises
and undertaking, to secure any debt obligations or any money borrowed,
or other debt or liability of the Corporation.
The board of directors may from time to time delegate to such one or
more of the directors and officers of the Corporation as may be
designated by the board all or any of the powers conferred on the
board above to such extent and in such manner as the board shall
determine at the time of each such delegation.
11. The statements required by Les declarations exigees aux
subsection 177(2) of the termes du paragraphe 177(2)
Business Corporations Act de la Loi sur les compagnies
are attached as Schedule "A". constituent l'annexe "A".
12. A copy of the amalgamation Une copie de la convention
agreement or directors de fusion ou les resolutions
resolutions (as the case may des administrateurs (selon
be) is/are attached as le cas) constitute(nt)
Schedule "B". l'annexe "B".
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These articles are signed in Les presents statuts sont
duplicate. signes en double exemplaire.
______________________________________________________________________
Names of the amalgamating Denomination sociale des
corporations and signatures compagnies qui fusionnent,
and descriptions of office of signature et fonction de
their proper officers. leurs dirigeants regulierement
designes.
LINCOLN WASTE
MANAGEMENT INC.
Per: /s/ ALLEN FRACASSI
__________________________
Allen Fracassi
President
Per: /s/ R. JON WILLIAMS
__________________________
R. Jon Williams
Secretary-Treasurer
603296 ONTARIO INC.
Per: /s/ R. JON WILLIAMS
__________________________
R. Jon Williams
President
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SCHEDULE "A"
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 177(2) OF
THE BUSINESS CORPORATIONS ACT, 1982 (ONTARIO)
I, R. Jon Williams, of the City of Toronto, in the Province of Ontario,
hereby certify and state as follows:
1. This Statement is made pursuant to subsection 177(2) of the Business
Corporations Act, 1982 (Ontario) (the "Act");
2. I am the Secretary-Treasurer and a director of Lincoln Waste Management
Inc. and as such have knowledge of its affairs.
3. I am the Secretary and a director of 603296 Ontario Inc. and as such have
knowledge of its affairs.
4. I have conducted such examinations of the books and records of Lincoln
Waste Management Inc. and 603296 Ontario Inc. (the "Amalgamating
Corporations") as are necessary to enable me to make the statements
hereinafter set forth.
5. There are reasonable grounds for believing that:
(a) each of the Amalgamating Corporations is and Lincoln Waste Management
Inc., the corporation continuing from the amalgamation of the
Amalgamating Corporations (the "Corporation"), will be able to pay its
liabilities as they become due, and
(b) the realizable value of the Corporation's assets will not be less than
the aggregate of its liabilities and stated capital of all classes.
6. There are reasonable grounds for believing that no creditor of either of
the Amalgamating Corporations will be prejudiced by the amalgamation.
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7. Based on the statements made above, neither of the Amalgamating
Corporations is obligated to give notice to any creditor.
DATED at Toronto, this 12th day of April, 1991.
/s/ R. JON WILLIAMS
_____________________
R. Jon Williams
Secretary-Treasurer
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SCHEDULE "B"
LINCOLN WASTE MANAGEMENT INC.
(the "Corporation")
"WHEREAS the Corporation has decided to amalgamate with its wholly-owned
subsidiary, 603296 Ontario Inc., pursuant to subsection 176(1) of the Business
Corporations Act, 1982 (Ontario):
NOW THEREFORE BE IT RESOLVED THAT:
1. The amalgamation of the Corporation and 603296 Ontario Inc. under the
Business Corporations Act, 1982 (Ontario) pursuant to subsection 176(1)
thereof, be and the same is hereby approved;
2. Upon the endorsement of a Certificate of Amalgamation pursuant to
subsection 177(4) of the Business Corporations Act, 1982 (Ontario), none of
the shares of the capital of the Corporation shall be cancelled in
connection with the amalgamation;
3. The articles of amalgamation of the amalgamated corporation shall be the
same as the articles of incorporation, as amended, of the Corporation;
4. No securities shall be issued and no assets shall be distributed by the
amalgamated corporation in connection with the amalgamation; and
5. Any officer or director of the Corporation be and is hereby authorized to
do all things and execute all instruments and documents necessary or
desirable to carry out and give effect to the foregoing."
CERTIFIED to be a true and accurate copy of a resolution of the directors of the
Corporation, passed by or consented to in accordance with the provisions of the
Business Corporations Act, 1982 (Ontario), on the 27th day of March, 1991, which
resolution is still in full force and effect unamended, as of the date hereof.
DATED this 12th day of April, 1991.
/s/ R. JON WILLIAMS
_________________________________c/s
R. Jon Williams
Secretary
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SCHEDULE "B"
603296 ONTARIO INC.
(the "Corporation")
"WHEREAS the Corporation is a wholly-owned subsidiary of and has agreed to
amalgamate with Lincoln Waste Management Inc. pursuant to subsection 176(1) of
the Business Corporations Act, 1982 (Ontario);
NOW THEREFORE BE IT RESOLVED THAT:
1. The amalgamation of the Corporation and Lincoln Waste Management Inc.
under the Business Corporations Act, 1982 (Ontario) pursuant to subsection
176(1) thereof, be and the same is hereby approved;
2. Subject to the endorsement of a Certificate of Amalgamation pursuant to
subsection 177(4) of the Business Corporations Act, 1982 (Ontario), and
without affecting the validity of the incorporation and existence of the
Corporation under its articles of incorporation and of any act thereunder,
all shares of the capital of the Corporation, including all shares which
have been issued and are outstanding at the date hereof, be and the same
are hereby cancelled without any repayment of capital in respect thereof;
3. The articles of amalgamation of the amalgamated corporation shall be the
same as the articles of incorporation, as amended, of Lincoln Waste
Management Inc.;
4. No securities shall be issued and no assets shall be distributed by the
amalgamated corporation in connection with the amalgamation; and
5. Any officer or director of the Corporation is hereby authorized to do all
things and execute all
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instruments and documents necessary or desirable to carry out and give
effect to the foregoing."
CERTIFIED to be a true and accurate copy of a resolution of the directors of the
Corporation, passed by or consented to in accordance with the provisions of the
Business Corporations Act, 1982 (Ontario), on the 28th day of March, 1991, which
resolution is still in full force and effect unamended, as of the date hereof.
DATED this 12th day of April, 1991.
/s/ R. JON WILLIAMS
_____________________c/s
R. Jon Williams
Secretary