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Exhibit 3.127
[LOGO]
STATE OF VERMONT
OFFICE OF SECRETARY OF STATE
I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF
CORPORATE DOCUMENTS
FOR
WINTERS BROTHERS, INC.
JUNE 7, 2002
GIVEN UNDER MY HAND AND THE SEAL
OF THE STATE OF VERMONT, AT
MONTPELIER, THE STATE CAPITAL
/s/ Deborah L. Markowitz
DEBORAH L. MARKOWITZ
SECRETARY OF STATE
[SEAL]
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V-56282
ARTICLES OF INCORPORATION
OF
WINTERS BROTHERS, INC.
STATE OF VERMONT
Secretary of State's Office
Filed Oct 13, 1995
/s/ James F. Milne
---------------------------
Secretary of State
Filing Fee of $75.00 has been paid
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ARTICLES OF INCORPORATION
OF
WINTERS BROTHERS, INC.
ARTICLE I
NAME
The name of the corporation shall be Winters Brothers, Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The initial registered office of the corporation shall be One Church
Street, City of Burlington, County of Chittenden, State of Vermont 05401, and
the initial registered agent at such address shall be Paul, Frank & Collins,
Inc.
ARTICLE III
GENERAL CORPORATION
This corporation is a Vermont general corporation, formed pursuant to Title
11A of Vermont Statutes Annotated.
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares the corporation shall have authority to
issue is: ten thousand (10,000) shares of one class of shares, said class
consisting of voting common shares. The sole class of shares shall have
unlimited voting rights and shall be entitled to receive the net assets of the
corporation upon dissolution.
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ARTICLE V
SHAREHOLDER ACTION WITHOUT MEETING
Action required or permitted to be taken by the shareholders of a
corporation at a shareholders' meeting may be taken without a meeting if the
action is taken by the holders of at least a majority of all of the shares
entitled to vote on the action, and if each shareholder is given prior notice of
the action proposed to be taken. Each action must be evidenced by one or more
written consents describing the action taken, signed by the holders of at least
a majority of the shares, and filed in the corporate minute book. Prompt notice
of any action taken by less than unanimous written consent in lieu of a meeting
shall be given to all shareholders entitled to vote on such action.
ARTICLE VI
GREATER QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS
The shareholders of the corporation may adopt or amend a bylaw that fixes a
greater quorum or voting requirement for shareholders (or voting groups of
shareholders) than is required by the Vermont Business Corporation Act.
ARTICLE VII
DIRECTOR LIABILITY
To the extent permitted by Section 2.02(b)(4) of the Vermont Business
Corporation Act, as the same may be supplemented and amended, no director of the
corporation shall be personally liable to the corporation or its shareholders
for money damages for any action taken, or any failure to take any action,
solely as a director, based on a failure to discharge his or her own duties in
accordance with Section 8.30 of the Vermont Business Corporation Act, as the
same may be supplemented and amended.
ARTICLE VIII
INITIAL BOARD OF DIRECTORS
Joseph M. Winters, 104 Metcalf Drive, Williston, VT 05495
Andrew B. Winters, 104 Metcalf Drive, Williston, VT 05495
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ARTICLE IX
INCORPORATORS
The name and address of the sole incorporator is:
NAME ADDRESS
---- -------
B. Michael Frye RD 2, Box 3860
Bristol, VT 05433
Executed by the undersigned incorporator as of this 11th day of October,
1995.
INCORPORATOR:
/s/ B. Michael Frye
-------------------------------------
B. Michael Frye
Category of Business for Vermont
Department of Economic Development's
Data Base:
Durable Goods/Wholesale
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5628
ARTICLES OF MERGER VERMONT
SECRETARY OF STATE
OF
97 DEC 19 PM 9:28
WB ACQUISITION, INC. 59565
(A VERMONT CORPORATION)
INTO
WINTERS BROTHERS, INC. 56282
(A VERMONT CORPORATION)
Pursuant to the provisions of Sections 11.01 et seq. of the Vermont
Business Corporation Act, the undersigned corporation, Winters Brothers, Inc.,
adopts the following Articles of Merger for the purpose of merging WB
Acquisition, Inc. into Winters Brothers, Inc., with Winters Brothers, Inc. as
the surviving corporation:
FIRST: The Plan of Merger, a copy of which is attached hereto and
identified as "Exhibit A", was approved by the Board of Directors and the sole
shareholder of WB Acquisition, Inc., and by the Board of Directors and
shareholders of Winters Brothers, Inc., in the manner prescribed by
Section 11.03 of the Vermont Business Corporation Act.
SECOND: As to each of the constituent corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan, are as follows:
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<Caption>
NUMBER OF
NUMBER VOTES
NAME OF OF SHARES DESIGNATION ENTITLED TO
CORPORATION OUTSTANDING OF CLASS BE CAST
----------- ----------- ----------- -----------
WB Acquisition, Inc. 1,000 Common 1,000
Winters Brothers, Inc. 1,036 Common 1,036
</Table>
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THIRD: As to each of the constituent corporations, the total number of
shares voted for and against such plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such plan, respectively, are as follows:
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<Caption>
TOTAL TOTAL
NAME OF VOTED VOTED VOTED VOTED
CORPORATION FOR AGAINST CLASS FOR AGAINST
- ----------- ----- ------- ----- ----- -------
WB Acquisition, Inc. 1,000 None Common 1,000 None
Winters Brothers, Inc. 1,036 None Common 1,036 None
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FOURTH: The merger shall take effect upon the later to occur of (i) the
filing of Articles of Merger relating to this merger with the Secretary of State
of Vermont; or (ii) the filing of Articles of Merger for the merger of JC
Acquisition, Inc. into All Cycle Waste, Inc. with the Secretary of State of
Vermont.
Dated: December 19, 1997.
WB ACQUISITION, INC.,
A VERMONT CORPORATION
BY: /s/ John W. Casella
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JOHN W. CASELLA,
ITS PRESIDENT
WINTERS BROTHERS, INC.
A VERMONT CORPORATION
BY: /s/ Joseph M. Winters
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JOSEPH M. WINTERS,
ITS PRESIDENT
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STATE OF VERMONT
CHITTENDEN COUNTY, SS.
At Burlington, in said County, this 19th day of December, 1997, personally
appeared JOHN CASELLA, duly authorized agent of WB ACQUISITION, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of WB ACQUISITION, INC.
Before me,
/s/ Catherine Kronk
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Notary Public
2-10-99
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Commission Expires
STATE OF VERMONT
CHITTENDEN COUNTY, SS.
At Burlington, in said County, this 19th day of December, 1997, personally
appeared JOSPEH M. WINTERS, duly authorized agent of WINTERS BROTHERS, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of WINTERS BROTHERS, INC.
Before me,
/s/ Catherine Kronk
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Notary Public
2-10-99
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Commission Expires
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EXHIBIT A
PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of the 19th day of December, 1997,
pursuant to Sections 11.01 et seq. of the Vermont Business Corporation Act by
and between WB ACQUISITION, INC., a Vermont corporation ("WB Acquisition"), and
WINTERS BROTHERS, INC., a Vermont corporation ("Winters") (the two parties being
sometimes collectively referred to as the "Constituent Corporations").
WHEREAS, WB Acquisition is a corporation duly organized and existing under
the laws of the State of Vermont, with authorized capital stock of 1,000 shares
of common stock, without par value, all of which immediately prior to the
Effective Date, as defined in Section 1.5 hereof, will be issued and outstanding
and held by Casella Waste Systems, Inc., a Delaware corporation ("CWS"); and
WHEREAS, Winters is a corporation duly organized and existing under the
laws of the State of Vermont, with authorized capital stock of 10,000 shares of
common stock, with no par value, of which 1,036 shares are issued and
outstanding; and
WHEREAS, the Boards of Directors and shareholders of Winters and WB
Acquisition have adopted resolutions declaring advisable the proposed merger
(the "Merger") of WB Acquisition with and into Winters upon the terms and
conditions hereinafter set forth and more particularly set forth in an Agreement
and Plan of Merger among CWS, JC Acquisition, Inc., Winters, WB Acquisition, All
Cycle Waste, Inc. and the shareholders of All Cycle Waste, Inc. and Winters
dated December 19, 1997 (the "Merger Agreement").
NOW THEREFORE, the Constituent Corporations agree to effect the Merger
provided for in this Plan of Merger (the "Plan") on the terms and conditions set
forth herein.
1. GENERAL
Section 1.1 MERGER. On the Effective Date, WB Acquisition shall be
merged into Winters (the "Merger"), and Winters will be the surviving
corporation whose name shall continue to be Winters Brothers, Inc.
Section 1.2 CAPITALIZATION. The number of authorized shares of
capital stock of the surviving corporation shall be 1,000 shares of common
stock, with no par value.
Section 1.3 CERTIFICATE OF INCORPORATION AND BY-LAWS. On the
Effective Date, the Articles of Incorporation of Winters, as in effect prior to
the Effective Date, shall be the same as the Articles of Incorporation of WB
Acquisition immediately prior to the Effective Date, except that the name of the
corporation set forth therein shall be changed to Winters Brothers,
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Inc. More particularly, the Articles of Incorporation of the surviving
corporation shall be amended to include the following:
- Corporate Name: Winters Brothers, Inc.
- Registered Agent: Miller, Eggleston & Cramer, Ltd.
- Address of Registered Office: 150 South Champlain Street
Burlington, VT 05401
- Operating Year: April 30 is fiscal year end
- General Corporation (T.11A)
- Number of shares corporation
is authorized to issue: 1,000 shares of common stock
- Classes of shares: N/A
- Purpose: Any lawful purpose
- Directors: John W. Casella
25 Greens Hill Lane
Rutland, VT
Douglas R. Casella
25 Greens Hill Lane
Rutland, VT
James W. Bohlig
25 Greens Hill Lane
Rutland, VT
Section 1.4 DIRECTORS AND OFFICERS. The officers and directors of
WB Acquisition shall become the officers and directors of Winters as of the
Effective Date.
Section 1.5 EFFECTIVE DATE. The merger shall take effect upon the
later to occur of (i) the filing of Articles of Merger relating to the Merger
with the Secretary of State of Vermont; or (ii) the filing of Articles of Merger
for the merger of JC Acquisition, Inc. into All Cycle Waste, Inc. with the
Secretary of State of Vermont (the "Effective Date"). On the Effective Date of
the Merger, the separate existence of WB Acquisition shall cease, and all of its
property rights, privileges and franchises, of whatever nature and description,
shall be transferred to, vest in and devolve upon Winters without further act or
deed. Confirmatory deeds, assignments or other like instruments, when deemed
desirable by Winters to evidence such
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transfer, vesting or devolution of any property, right, privilege or franchise,
shall at any time, or from time to time, be made and delivered in the name of WB
Acquisition by the acting officers thereof, or by the corresponding officers of
the surviving corporation, Winters Brothers, Inc.
SECTION 2. CAPITAL STOCK OF THE SURVIVING CORPORATION. Each share
of common stock of WB Acquisition, Inc. issued and outstanding immediately prior
to the Effective Date shall, upon the Effective Date, by virtue of the merger
and without any action on the part of the holder thereof, be converted into and
represent one share of common stock of Winters. Each share of common stock of
Winters issued and outstanding immediately prior to the Effective Date shall,
upon the Effective Date, by virtue of the merger and without any action on the
part of the holder thereof, be exchanged for and converted into such number of
shares of Class A common stock of Casella Waste Systems, Inc. as is equal to the
Conversion Ratio (as such term is defined in the Merger Agreement), all as is
more specifically set forth in the Merger Agreement.
SECTION 3. MISCELLANEOUS
Section 3.1 AGREEMENT AND PLAN OF MERGER. The obligations
of Winters and WB Acquisition to effect the merger shall be subject to all of
the terms and conditions of the Merger Agreement, and none of the provisions of
the Merger Agreement shall be deemed to be enlarged, modified or altered in any
way by this Plan. In the event of any inconsistency between the Plan and the
Merger Agreement, the Merger Agreement shall govern.
Dated at Burlington, Vermont, the day and year first set forth
above.
WB ACQUISITION, INC.
/s/ Catherine Kronk By: /s/ John W. Casella
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Witness John W. Casella, Its President
WINTERS BROTHERS, INC.
/s/ Catherine Kronk By: /s/ Joseph M. Winters
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Witness Joseph M. Winters, President