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Exhibit 3.5
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DELAWARE
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "ATLANTIC COAST FIBERS, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE NINETEENTH DAY OF JANUARY, A.D.
1996, AT 4 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "KTI PLASTIC RECYCLING,
INC." TO "KTI RECYCLING, INC.", FILED THE SEVENTH DAY OF MARCH, A.D. 1997, AT
10 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "KTI RECYCLING, INC." TO
"ATLANTIC COAST FIBERS, INC.", FILED THE FIRST DAY OF FEBRUARY, A.D. 2000, AT
9 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
[SEAL]
2583652 B100H AUTHENTICATION: 1782695
020316404 DATE: 05-17-02
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 01/19/1996
960018067 - 2583652
CERTIFICATE OF INCORPORATION
OF
KTI PLASTIC RECYCLING, INC.
1. The name of the corporation is:
KTI PLASTIC RECYCLING, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of common stock which the corporation shall
have authority to issue is One Thousand Five Hundred (1,500); all of such shares
shall be without par value.
5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.
6. The name and mailing address of the incorporator is:
D.M. Dembkowski
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
7. The corporation is to have perpetual existence.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 19th day of January, 1996.
D.M. Dembkowski
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 03/07/1997
971075533 - 2583652
Certificate of Amendment
Of
Certificate of Incorporation
Of
KTI Plastic Recycling, Inc.
KTI Plastic Recycling, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
First: That the Board of Directors at a Meeting held on March 5, 1997
duly adopted a proposed amendment to the Certificate of Incorporation of the
Corporation. The proposed amendment is as follows:
That the Certificate of Incorporation of this Corporation be amended by
changing the first Article thereof so that, as amended said Article shall
be and read as follows:
"The name of the Corporation is KTI Recycling, Inc."
Second: Pursuant to a resolution of the Board of Directors, a Special
Meeting of the Stockholders was duly called and held on March 5, 1997. The
necessary number of shares as required by statute were voted in favor of the
amendment.
Third: That such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
In Witness whereof, the Corporation has caused this certificate to be
signed by its President and attested to by its Secretary this 5th day of
March, 1997.
KTI Plastic Recycling, Inc.
By: /s/ Martin J. Sergi
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Martin J. Sergi, President
Attest: /s/ Robert E. Wetzel
--------------------------
Robert E. Wetzel, Secretary
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State of New Jersey )
) SS.
County of Hudson )
I, Francis J. Elenio, the undersigned, a notary public in and for said
County, in the State aforesaid, do hereby certify that Martin J. Sergi,
personally known to me to be the President of KTI Plastic Recycling, Inc., a
Delaware corporation, appeared before me this day in person and acknowledged
that as President he signed and delivered the attached document as his free and
voluntary act and as the free and voluntary act of such corporation for the uses
and purposes therein set forth and the facts therein stated are truly set forth.
Given under my hand and Notarial Seal this 5th day of March, 1997
/s/ Francis J. Elenio
-----------------------------
Notary public
My Commission expires: 9/25/00
FRANCIS J. ELENIO
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Sept. 25, 2000
[SEAL]
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[LETTERHEAD OF PAUL, FRANK & COLLINS, INC.]
January 31, 2000
VIA FEDERAL EXPRESS
Delaware Department of State
Division of Corporation
John G. Townsend Building
Federal and Duke of York Street
Dover, DE 19901
RE: KTI RECYCLING, INC.
Dear Sir/Madam:
I enclose a Certificate of Amendment of Certificate of Incorporation of
KTI Recycling, Inc. for filing with the Secretary of State's Office. I also
enclose Paul, Frank & Collins' check in the amount to cover the filing fee.
Please give me a call if you have any questions.
Sincerely,
PAUL, FRANK & COLLINS, INC.
/s/ Catherine Kronk
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Catherine Kronk
CK: tmw
Enclosure
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/01/2000
001057401 - 2583652
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KTI RECYCLING, INC.
KTI Recycling, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous
consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of KTI Recycling, Inc. be
amended by changing the first Article thereof so that, as amended, said
Article shall be and read as follows:
"The name of the Corporation is Atlantic Coast Fibers, Inc."
SECOND: That in lieu of a meeting and vote of sole stockholder, the sole
stockholder has given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said KTI Recycling, Inc. has caused this certificate to
be signed by Jerry S. Cifor, its VP/Treasurer, this 7th day of January, 2000.
KTI RECYCLING, INC.
By /s/ Jerry S. Cifor
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Jerry S. Cifor, VP/Treasurer
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