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EXHIBIT 3.59
(SEAL)
STATE OF MISSOURI... OFFICE OF SECRETARY OF STATE
ROY D. BLUNT, Secretary of State
ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY OR AN INCORPORATOR.)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
The undersigned natural person(s) of the age of eighteen years or more for
the purpose of forming a corporation under The General and Business Corporation
Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: WaCo Land Holding, Inc.
ARTICLE TWO
The address, including street and number, if any, of the corporation's
initial registered office in this state is: #4 Hickory Hills, DeSoto, Missouri
63020 and the name of its initial agent at such address is: Andrew J. Agers.
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be: 30,000 shares, all of which
shall be $1.00 par value common stock.
The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect to the
shares of each class are as follows:
None.
ARTICLE FOUR
The extent, if any, to which the preemptive right of a shareholder to
acquire additional shares is limited or denied.
None.
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ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
NAME STREET CITY
Andrew J. Agers #4 Hickory Hills DeSoto, MO 63020
ARTICLE SIX
(Designate which and complete the applicable paragraph.)
/ / The number of directors to constitute the first board of directors is
__________. Thereafter the number of directors shall be fixed by, or in the
manner provided by the bylaws. Any changes in the number will be reported to the
Secretary of State within thirty calendar days of such change.
OR
/X/ The number of directors to constitute the board of directors is 1. (The
number of directors to constitute the board of directors must be stated herein
if there are to be less than three directors. The persons to constitute the
first board of directors may, but need not, be named.)
ARTICLE SEVEN
The duration of the corporation is perpetual.
ARTICLE EIGHT
The corporation is formed for the following purposes:
1. To operate a general waste disposal business, to engage as
independent contractors, or as employees, such personnel as the corporation from
time to time determines to be needed, to own or lease real estate, buildings,
structures or portions thereof, and all necessary machinery, appliances and
equipment needed in order to conduct a general waste disposal business of any
type.
2. To borrow or lend money to be secured by bonds or mortgages upon any
or its assets, including real estate, to take or make such mortgages or liens in
the name of such company or such trustee or trustees as the board of directors
may appoint and designate for that purpose by an instrument in writing.
3. To take, acquire, hold, develop, sell or in any way deal in or
dispose of any type of real estate or real property of any type or any personal
property, chattel, etc., without limits as to amount, within the State of
Missouri or in any state of the United States, or in any foreign country or
anywhere whatsoever and to make, issue and deliver therefor its obligation or
stock or both.
4. To make and enter into, perform, and carry out any and every form
and kind of contract, agreement or obligation by and with any person or persons,
corporation or corporations,
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in, with, or by this corporation, for the purposes of effecting any purpose
authorized by the by the directors of this corporation.
5. To do all and everything necessary, suitable and proper for the
accomplishment of any of these purposes, or the attainment of any of the objects
or the furtherance of any of the powers hereinbefore set forth or contained
within the laws of the State of Missouri, either alone or in association with
other corporations, firms, or individuals, and to do every other act or acts,
thing or things, incident or appurtenant to, or growing out of, or connected
with, the aforesaid business or powers, or any parts thereof, the same not being
inconsistent with the laws and the Constitution of the State of Missouri or the
United States of America.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
6th day of November, 1992.
/s/ Andrew J. Agers
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ANDREW J. AGERS
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State of Missouri )
)ss
County of Jefferson )
I, Deborah J. Johnson, a Notary Public, do hereby certify that on this
6th day of November, 1992, personally appeared before me, Andrew J. Agers who
being by me first duly sworn, declared that he is the person who signed the
foregoing document as incorporator, and that the statements therein contained
are true.
NOTARIAL SEAL /s/ Deborah J. Johnson
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Notary Public
My commission expires 10/6/95
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(SEAL)
STATE OF MISSOURI
JUDITH K. MORIARTY, SECRETARY OF STATE
P.O..Box 778, Jefferson City, MO. 65102
Corporate Division
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is WaCo Land Holding, Inc. The name
under which it was originally organized was WaCo Land Holding, Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on January 14, 1993.
3. Article Number Six is amended to read as follows:
The number of directors to constitute the board of directors is 2.
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4. Of the 600 shares outstanding, 600 of such shares were entitled to vote
on such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE THEREON AS
A CLASS were as follows:
<Table>
<Caption>
CLASS NUMBER OF OUTSTANDING SHARDS
Common 600
</Table>
5. The number of shares voted for and against the amendment was as follows:
<Table>
<Caption>
CLASS NO. VOTED FOR NO. VOTED AGAINST
Common 600 0
</Table>
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a
par value as changed is:
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and
the consideration proposed to be received for such increased authorized
shares without par value as are to be presently issued are:
7. If the amendment provides for an 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, the
following is a statement of the manner in which such reduction shall be
effected:
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IN WITNESS WHEREOF, the undersigned, President, A.J. Agers, Jr. has
executed this instrument and its Secretary, Kenneth McClain has affixed its
corporate seal hereto and attested said seal on the 30th day of January, 1993.
PLACE
CORPORATE SEAL
HERE
(If no seal, state "None.")
WaCo Land Holding, Inc.
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Name of Corporation
ATTEST:
/s/ Kenneth McClain By /s/ A.J. Agers
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State of Missouri )
)ss
County of Jefferson )
I, Deborah J. Johnson, a Notary Public, do hereby certify that on this
30th day of January, 1993, personally appeared before me, A.J. Agers, Jr., who
being by me first duly sworn, declared that he is the President of WaCo Land
Holding, Inc. that the he signed the foregoing documents as President of the
corporation, and that the statements therein contained are true.
(NOTARIAL SEAL) /s/ Deborah Johnson
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Notary Public
My commission expires 10/6/95
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