<Page>
Exhibit 3.123
STATE OF NEW YORK } SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266 (7/00)
<Page>
[ILLEGIBLE]
CERTIFICATE OF INCORPORATION
OF
CHET BISNETT, INC.
UNDER SECTION 402 OF THE
BUSINESS CORPORATION LAW
The undersigned being over the age of twenty-one under Section 402 of
the New York Business Corporation Law, does hereby set forth:
(1) The name of the corporation is CHET BISNETT, INC.
(2) The purposes for which it is formed are as follows:
To buy and sell all kinds of junk of every kind and nature, including
but not limited to metal, paper, rags, glass, plastic and wood. To
generally engage in the salvage business including but not limited to
the purchase of buildings, machinery and equipment of every kind and
nature for salvage purposes. To sell, rent or lease all machinery and
equipment necessary for the operation of a salvage business.
To acquire, by purchase, lease or otherwise, all real and personal
property necessary to carryout the aforesaid purposes and objects.
(3) The office of the corporation is to be located in the Incorporated
Village of Potsdam, County of St. Lawrence and State of New York.
(4) The aggregate number of shares which the corporation shall have
authority to issue is 200 shares, which shares are to be without par
value.
(5) The Secretary of State is designated as the agent of the
corporation upon whom process against it may be served. The post
office address to which the secretary of state shall mail a copy of
any process against it served upon him is Outer Maple Street, Potsdam,
New York.
504950
1
<Page>
(6) The duration of the corporation shall be perpetual.
/s/ Chester G. Bisnett
--------------------------
Chester G. Bisnett
R.D.1
Norwood, New York
STATE OF NEW YORK }
}SS.:
COUNTRY OF ST. LAWRENCE}
On this 23 day of June, 1965, before me personally came CHESTER G.
BISNETT, to me known and known to me to, be the person described in end who
executed the foregoing Certificate of Incorporation, and he duly acknowledged to
me that he had executed the same.
/s/ Lee H. Turner
--------------------------
Notary Public
LEE H. TURNER
Notary Public, State of New York
No. 24 - 9399350
Qualified in St. Lawrence County
Commission Expires March 30, 1996
2
<Page>
L-S6/24
St. Lawrence
C.
504950
Certificate of Incorporation
of
Chet Bisnett, Inc.
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JUN 24 1965
TAX $10
FILING FEE $50
/s/ [ILLEGIBLE]
Secretary of State
By /s/ [ILLEGIBLE]
LEE H. TURNER
ATTORNEY AT LAW
NORWOOD, N.Y.
3
<Page>
STATE OF NEW YORK } SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266(7/00)
<Page>
CERTIFICATE OF MERGER
D.C. OF D.C.
B. and C. SANITATION CORPORATION
AND
CHET BISNETT, INC.
INTO
CHET BISNETT, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW.
We, the undersigned, being respectively the President and Secretary of B.
and C. SANITATION CORPORATION and the President and Secretary of CHET BISNETT,
INC., certify:
1. The name of each constituent corporation is as follows: B. AND C.
SANITATION CORPORATION and CHET BISNETT, INC. The name of the surviving
corporation is CHET BISNETT, INC.
2. The number of outstanding shares of B. and C. Sanitation Corporation
is sixteen (16) shares of common stock, all one (1) class, $100 par value, all
of which are entitled to vote. The number of outstanding shares of Chet Bisnett,
Inc. is sixty-eight (68) shares of common stock, all one (1) class, no par
value, all of which are entitled to vote.
3. The Certificate of Incorporation of Chet Bisnett, Inc., the surviving
corporation is amended as follows:
A. Paragraph "1" of the Certificate of Incorporation shall read as
follows:
B 478279
1
<Page>
"1. The name of the Corporation shall be WASTE SYSTEM MANAGEMENT,
INC.".
B. The following new paragraph "7" shall be added thereto;
"7. A dissolution of the Corporation may be authorized by the written
demand of the holders of not less than fifty (50%) of all of the outstanding
shares of the Corporation entitled to vote thereon. The demand for dissolution
must be signed by the holders of those shares in favor of dissolution. The
demand shall be sent by registered or certified mail, return receipt requested,
to the secretary of the corporation or, if the secretary is one of the holders
of those shares in favor of dissolution, to any other officer of the corporation
who is not one of the holders of those shares in favor of dissolution, at the
corporate office. If the signed and verified certificate of dissolution is not
delivered to the Department of State and filed within thirty (30) days after
receipt by the secretary or other officer, as the case may be, of the written
demand for dissolution, the certificate may be signed, certified and delivered
to the Department of State by the holders of those shares in favor of
dissolution. This provision may only be amended or deleted upon a vote of the
holders of at least sixty percent (60%) of all of the outstanding shares
entitled to vote."
4. The Certificate of Incorporation of B. and C. Sanitation
Corporation was filed by the Department of State on March 7, 1972. The
Certificate of Incorporation of Chet Bisnett, Inc. was filed by the Department
of State on June 24, 1965.
5. The merger was authorized at a meeting of the shareholders of B.
and C. Sanitation Corporation by unanimous vote of the holders of all of the
outstanding shares entitled to vote thereon and at a meeting of the shareholders
of Chet Bisnett, Inc. by unanimous vote of the holders of all of the outstanding
shares entitled to vote thereon. The Plan of Merger has not been abandoned.
DATED: Potsdam, New York.
March 28th, 1987 by the undersigned who affirms that the statements
made herein are true under the penalties of perjury.
B. and C. Sanitation Corporation
by: /s/ James R. Bruno
-----------------------------
JAMES R. BRUNO, PRESIDENT
<Page>
/s/ Faye L. Cornwell
-----------------------------
FAYE L. CORNWELL, SECRETARY
Chet Bisnett, Inc.
by: /s/ Chester G. Bisnett
-----------------------------
CHESTER G. BISNETT, PRESIDENT
/s/ Chester W. Bisnett
-----------------------------
CHESTER W. BISNETT, SECRETARY
STATE OF NEW YORK )
COUNTY OF )ss:
On this 28th day of March, 1987, before me personally appeared FAYE L.
CORNWELL, to me known, who, being by me duly sworn, did depose and say that she
resides at Central Bridge, New York, she is the Secretary of B. AND C.
SANITATION CORPORATION, the corporation described in and which executed the
foregoing instrument; that she knows the seal of such corporation; that the seal
affixed to the foregoing instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of such corporation; and that she
signed her name thereto by like order.
DAVID N. CUBLEY /s/ David N. Cubley
Notary Public, State of New York -----------------------------
Qualified in St. Lawrence County NOTARY PUBLIC
My Commission Expires [ILLEGIBLE] 1987
STATE OF NEW YORK )
COUNTY OF )ss:
On this 28th day of March, 1987, before me personally appeared CHESTER W.
BISNETT, to me known, who, being by me duly sworn, did depose and say that he
resides at Hannawa Falls, New York, he is the Secretary of CHET BISNETT, INC.,
the corporation described in and which executed the foregoing instrument; that
he knows the seal of such corporation; that the seal affixed to the foregoing
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of such corporation; and that he signed his name thereto by like
order.
DAVID N. CUBLEY /s/ David N. Cubley
Notary Public, State of New York -----------------------------
Qualified in St. Lawrence County NOTARY PUBLIC
My Commission Expires [ILLEGIBLE] 1987
3
<Page>
B478279
RECEIVED
MAR 31 12 PM '87
CERTIFICATE OF MERGER
OF
B. and C. SANITATION [ILLEGBILE]
CORPORATION
AND
CHET BISNETT, INC.
INTO
CHET BISNETT, INC.
UNDER SECTION 904 OF THE
BUSINESS CORPORATION LAW
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED APR 1-1987
AMT. OF CHECK $70
FILING FEE $60
TAX $ ________
COUNTY FEE $ _____
COPY $ ________
CERT $ ________
REFUND $ ______
SPEC HANDLE $10
BY: [ILLEGIBLE]
----------------
St. Lawrence
CUBLEY & CUBLEY, P.C.
ATTORNEYS AND COUNSELLORS AT LAW
33 MAIN STREET [ILLEGBILE]
POTSDAM, NEW YORK 13676
TELEPHONE (315)
265-2690
[ILLEGIBLE]
4
<Page>
STATE OF NEW YORK }
DEPARTMENT OF STATE } SS:
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266(7/00)
<Page>
CERTIFICATE OF AMENDMENT
D.C. OF D.C.
WASTE SYSTEM MANAGEMENT, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
I, the undersigned, President and Secretary respectively of WASTE SYSTEM
MANAGEMENT, INC., hereby certify:
1. The name of the Corporation is WASTE SYSTEM MANAGEMENT, INC.
2. The Certificate of Incorporation was originally filed by the
Department of State on June 24, 1965 under the name CHET BISNETT, INC. A
Certificate of Merger of B. AND C. SANITATION CORPORATION and CHET BISNETT, INC.
A Certificate of Merger of B. AND C. SANITATION CORPORATION and CHET BISNETT,
INC. into CHET BISNETT, INC. was filed by the Department of State on April 1,
1987. The Certificate of Merger changed the name of CHET BISNETT, INC. to WASTE
SYSTEM MANAGEMENT, INC.
3. Paragraph "1" of the Certificate of Incorporation is hereby amended to
read as follows:
"1. The name of the Corporation shall be WASTE STREAM MANAGEMENT,
INC."
4. The above amendment to the Certificate of Incorporation was authorized
by the written consent of all of the directors of the Corporation in lieu of a
meeting of Directors, followed by the written consent of the holders, of all
outstanding shares entitled to vote thereon in lieu of a meeting of
shareholders.
IN WITNESS WHEREOF, this Certificate has been executed the 18 day of
B 548708
1
<Page>
May, 1987.
/s/ Chester G. Bisnett
-----------------------------
CHESTER G. BISNETT, PRESIDENT
/s/ James R. Bruno
-----------------------------
JAMES R. BRUNO, SECRETARY
STATE OF NEW YORK )
COUNTY OF ONEIDA )ss:
JAMES R. BRUNO, being duly sworn, deposes and says:
That he is the Secretary of WASTE SYSTEM MANAGEMENT, INC., the corporation
described in and who signed the foregoing Certificate of Amendment; that he has
read the foregoing Certificate and knows the contents thereof and that the same
is true to his own knowledge.
/s/ James R. Bruno
-----------------------------
JAMES R. BRUNO, SECRETARY
Sworn to before me this 17 day of
May, 1987.
/s/ [ILLEGIBLE]
- --------------------
NOTARY PUBLIC
DANIEL S. COHEN, P.C ATTORNEY AT LAW 258 GENESEE ST UTICA, NEW YORK 13502
<Page>
B548708
CERTIFICATE OF AMENDMENT
OF
WASTE SYSTEM MANAGEMENT, INC.
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
D.C
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED: SEP 25 1987
AMT. OF CHECK $70
FILING FEE $60
TAX $ ________
COUNTY FEE $ _____
COPY $ ________
CERT $ ________
REFUND $___________
SPEC HANDLE $10
BY: /s/ [ILLEGIBLE]
----------------
St. Lawrence
DANIEL S.COHEN, P.C.
ATTORNEYS AT LAW
258 GENESEE STREET
UTICA, NEW YORK 13502
(315) 797-8066
nm assd 4-1-87
St.Law
L# B478279-4
Orig: Chet Bisnett, Inc.
6-24-68
#504950
New Name OK
JB 9/24
B 548708
028299
FILED
SEP 25 8 04 AM '87
3
<Page>
STATE OF NEW YORK } SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266(7/00)
<Page>
F981029000652
CERTIFICATE OF MERGER
OF
WS ACQUISITION, INC.
AND
WASTE-STREAM, INC.
INTO
WASTE-STREAM, INC.
Under Section 904 of the Business Corporation Law
We, the undersigned, being respectively the Vice President and Assistant
Secretary of WS Acquisition, Inc., and the President and Secretary of
Waste-Stream, Inc., certify:
The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.
1. The name of each constituent corporation is as follows:
WS Acquisition, Inc., and Waste-Stream, Inc.
2. The name of the surviving corporation is:
Waste-Stream, Inc.
3. Waste-Stream, Inc. was initially incorporated under the name Chet
Bisnett, Inc., which name was thereafter changed to Waste-Systems
Management, Inc., which name was thereafter changed to Waste-Stream,
Inc.
4. The number of outstanding shares of WS Acquisition, Inc. is ten
(10) shares without par value, all of which are entitled to vote. The
number of outstanding shares of Waste-Stream, Inc. is twenty-four (24)
shares without par value, all of which shares are entitled to vote.
5. The Certificate of Incorporation of WS Acquisition, Inc., was filed
by the Department of State on the 8th day of October,
1
<Page>
1998 and the Certificate of Incorporation of Waste-Stream, Inc., was
filed by the Department of State on June 24, 1965.
6. The Merger was authorized by the Unanimous Written Consent of all
outstanding shares of WS Acquisition, Inc., entitled to vote thereon
and by the Unanimous Written Consent of all outstanding shares of
Waste-Stream, Inc., entitled to vote thereon.
7. The Merger shall be effective on the filing of this Certificate of
Merger by the Department of State.
IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 29th of October, 1998.
WS ACQUISITION, INC.
By: /s/ Jerry S. Cifor
-----------------------------
Jerry S. Cifor, Vice President
and Assistant Secretary
2
<Page>
WASTE-STREAM, INC.
By: /s/ Howard J. Cornwell
-----------------------------
Howard J. Cornwell, President
By: /s/ Chester W. Bisnett
----------------------------
Chester W. Bisnett, Secretary
3
<Page>
F981029000652
CERTIFICATE OF MERGER
OF
WS ACQUISITION, INC.
AND
WASTE-STREAM, INC.
INTO
WASTE-STREAM, INC.
Under Section 904 of the Business Corporation Law
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED OCT 29 1998
TAX $0
BY: JJW
---------------
ST LAWRENCE
[NATIONWIDE INFORMATION SERVICES INC LOGO]
52 James Street
Albany, NY 12207
(800) 873-3482
(800) 234-8522 FAX
* FILER:
Jack Quigley
Corporate Assistant Manager
F981029000676
4
<Page>
STATE OF NEW YORK } SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266(7/00)
<Page>
F920219000052
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
CT OF CT
WASTE STREAM MANAGEMENT, INC.
Under Section 805 of the
Business Corporation Law
The undersigned, being the President and Secretary of WASTE STREAM
MANAGEMENT, INC., hereby certify that:
FIRST: The name of the corporation is WASTE STREAM MANAGEMENT, INC.
SECOND: The name under which it was formed is Chet Bisnett, Inc.
THIRD: The certificate of incorporation of the corporation was filed by the
Department of State on June 24, 1965.
FOURTH: The certificate of incorporation is amended to change the name of
the corporation by deleting the present Paragraph 1 and by inserting as a new
Paragraph 1 the following:
The name of the corporation is WASTE-STREAM INC.
FIFTH: The foregoing amendment of the certificate of incorporation was
authorized by unanimous written consent of the Board of Directors pursuant to
Section 708 of the Business Corporation Law followed by action without a meeting
by the holders of all of the outstanding shares entitled to vote thereon
pursuant to Section 615 of the Business Corporation Law.
IN WITNESS WHEREOF, the undersigned have signed this certificate on
December 31, 1991 and affirm the statements contained herein as true under the
penalties of perjury.
/s/ Howard J. Cornwell
-----------------------------
President: Howard J. Cornwell
/s/ Chester W. Bisnett
----------------------------
Secretary: Chester W. Bisnett
1
<Page>
F920219000052
CT
- --------------------------------------------------------------------------------
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
WASTE STREAM MANAGEMENT, INC.
Under Section 805 of the
Business Corporation Law.
- --------------------------------------------------------------------------------
DATED: December 31, 1991
- --------------------------------------------------------------------------------
STATE OF NEW YORK
DEPARTMENT OF STATE FILED
FILED FEB 19 1992 FEB 19 2 37 PM '92
TAX $___________
BY: MB
ST LA
BILLED
EVANS, SEVERN, BANKERT & PEET
231 GENESEE STREET
UTICA, NY 13501
RECEIVED FEB 18 11 14 AM '92
F920219000061
2