<Page>
Exhibit 3.68
STATE OF MAINE
[LOGO]
DEPARTMENT OF THE SECRETARY OF STATE
I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.
[SEAL]
IN TESTIMONY WHEREOF, I have caused the
Great Seal of the State of Maine to be
hereunto affixed. Given under my hand at
Augusta, Maine, June 17.2002.
/s/ Dan Gwadosky
------------------------------
DAN GWADOSKY
SECRETARY OF STATE
<Page>
[SEAL]
STATE OF MAINE
CERTIFICATE OF ORGANIZATION OF A CORPORATION UNDER THE GENERAL LAW
The undersigned, officers of a corporation organized at Biddeford, in the
County of York and State of Maine at a meeting of the signers of the articles of
agreement therefor, duly called and held at the office of Simon Spill, Esqin
the City of Biddeford on the first day of October, A.D. 1948, hereby certify
as follows:
The name of said corporation is I, Zaitlin and Sons, Inc.
The purposes of said corporation are:
FIRST: To engage in buying and selling, and otherwise acquire, sell, store,
lease, and deal in all scrap material, junk, iron metal, rubber, rags, books,
paper, new and used cars, new and used automobile parts and accessories,
gasoline, oil, tires, and all other merchandise and commodities of whatsoever
nature and character.
SECOND: To buy, hold, own, sell, hire, lease, mortgage, pledge and
otherwise deal in and dispose of real estate, and to erect, manage, care for and
maintain, extend and own buildings thereon.
THIRD: To do any and all things that may be deemed necessary or proper
pertaining to the conduct of the aforesaid businesses, and to have and to
exercise all the rights, powers, and privileges that may be exercised by
corporations formed under the general laws of the State of Maine.
<Page>
The amount of capital stock is Fifty Thousand ($50,000) Dollars
The amount of common stock is all
The amount of preferred stock is none
The amount of capital stock already paid in is none
The par value of the shares is one hundred ($100) Dollars
The names and residences of the owners of said shares are as follows:
<Table>
<Caption>
NO. OF SHARES
NAMES RESIDENCES --------------------
COMMON PREFERRED
- -------------------------------------------------------------
Isaac Zaitlin Biddeford, Maine 1
Joseph Zaitlin Biddeford, Maine 1
Ethel Zaitlin Biddeford, Maine 1
</Table>
<Page>
Said corporation is located at Biddeford, Maine
in the County of York
The number of directors is three and their names are:
Isaac Zaitlin, Joseph Zaitlin and Ethel Zaitlin
The name of the Clerk is Simon Spill
and his residence is Biddeford, Maine
The undersigned, Isaac Zaitlin is president;
the undersigned, Joseph Zaitlin is treasurer;
and the undersigned,
Issac Zaitlin, Joseph Zaitlin and Ethel Zaitlin
are a majority of the directors of said corporation.
Witness our hands this first day of October A.D. 1948.
Isaac Zaitlin President.
-----------------------------
Joseph Zaitlin Treasurer.
-----------------------------
Isaac Zaitlin
-----------------------------
Joseph Zaitlin
-----------------------------
Ethel Zaitlin
-----------------------------
Directors.
-----------------------------
-----------------------------
-----------------------------
-----------------------------
County of York, as October 1, A.D. 1948.
Then personally appeared
Isaac Zaitlin, Joseph Zaitlin and Ethel Zaitlin and
severally made oath to the foregoing certificate, that the same is true.
Before me,
Simon Spill
----------------------------
Justice of the Peace.
STATE OF MAINE
Attorney General's Office, October 18, A.D. 1948.
I hereby certify that I have examined the foregoing certificate, and the same is
properly drawn and signed, and is conformable to the constitution and laws of
the State.
Abraham Breitbard
----------------------------
Deputy Attorney General.
<Page>
COPY
A TRUE COPY OF RECORD
ATTEST: /s/ John G. Smith
-----------------
REGISTER:
NAME OF CORPORATION
I. Zaitlin and Sons, Inc.
YORK as, Registry of Deeds
Received OCT 20 1948 19 at 9 H., - M., A. M., and recorded in Vol. 19 Page 121
Attest:
John G. Smith Register.
STATE OF MAINE
OFFICE OF SECRETARY OF STATE
AUGUSTA, OCT 27, 1948
RECEIVED AND FILED THIS DAY.
ATTEST:
/s/ Paul A. MacDonald
----------------------------
DEPUTY SECRETARY OF STATE
RECORDED IN VOL. 133 PAGE 70
<Page>
THIS SPACE FOR USE BY
SECRETARY OF STATE
MAINE
SECRETARY OF STATE
FILED
MAY 29, 1975
/s/ [ILLEGIBLE]
----------------------
AGENT
19480038 D 1910000084625
FILED 05 29 1975 CLRK
FEE PAID $5.00
C.B. 75C1919
DATE 5-30-75
STATE OF MAINE
CHANGE OF CLERK OR
REGISTERED OFFICE OR BOTH
OF
I. Zaitlin and Sons, Inc.
Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of the
following change(s):
FIRST: The name and business address of its present clerk are Simon Spill,
13 Crescent Street, Biddeford, Maine 04005
- --------------------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and business address of its successor clerk* are Louis
Spill, 13 Crescent Street, Biddeford, Maine 04005
- --------------------------------------------------------------------------------
(street, city, state and zip code)
THIRD: Upon a change in clerk this must be completed:
/ / Such change was authorized by the board of directors and the
power to make such change is not reserved to the shareholders by
the articles or the bylaws.
/X/ Such change was authorized by the shareholders. (Complete the
following)
I certify that I have custody of the minutes showing the above
action by the shareholders.
/s/ Louis Spill
-----------------------------------------
(clerk, secretary or assistant secretary)
Dated: May 28, 1975
I. Zaitlin and Sons, Inc. **
-----------------------------------------
(name of corporation)
By /s/ Louis Spill
---------------------------------------
Legibly print or type name Louis Spill, Clerk
and capacity of all signers (type or print name and capacity)
13-A MRSA Section 104.
By
---------------------------------------
-----------------------------------------
(type or print name and capacity)
- ----------
* The clerk of a domestic corporation must be a person resident in Maine.
The business address of the clerk and the registered office must be
identical
** The name of the corporation should be typed, and the document must be
signed by (1) the Clerk or (2) by the President or a vice-president and
by the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are
no such officers, then by a majority of the directors or by such
directors as may be designated by a majority of directors then in office
or (4) if there are no such directors, then by the holders, or such of
them as may be designated by the holders, of record of a majority of all
outstanding shares entitled to vote thereon or (5) by the holders of all
of the outstanding shares of the corporation.
FORM NO. MBCA-3
<Page>
THIS SPACE FOR USE BY
SECRETARY OF STATE
MAINE
SECRETARY OF STATE
FILED
MAY 6, 1982
/s/ [ILLEGIBLE]
----------------------
SECRETARY OF STATE
AGENT
19480038 D 1910000084624
FILED 05 06 1982 CLRO
FEE PAID $5.00
C.B. 821368 C
DATE 5-13-82
STATE OF MAINE
CHANGE OF CLERK OR
REGISTERED OFFICE OR BOTH
OF
I. ZAITLIN AND SONS, INC.
Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of the
following change(s):
FIRST: The name and registered office of the clerk appearing on the
record in Secretary of State's office
Louis Spill, 13 Crescent Street, Biddeford, Maine 04005
- --------------------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and registered office of its successor (new) clerk* are
Edwin A. Heisler, 465 Congress Street, Portland, Maine 04101
- --------------------------------------------------------------------------------
(street, city, state and zip code)
THIRD: Upon a change in clerk this must be completed:
/ / Such change was authorized by the board of directors and the
power to make such change is not reserved to the shareholders
by the articles or the bylaws.
/X/ Such change was authorized by the shareholders. (Complete the
following)
I certify that I have custody of the minutes showing the
above action by the shareholders.
/s/ Edwin A. Heisler, Clerk
-----------------------------------------
(Signature of new clerk, secretary
or assistant secretary)
Dated: April 29, 1982
I. Zaitlin and Sons, Inc. **
-----------------------------------------
(name of corporation)
MUST BE COMPLETED By /s/ Edwin A. Heisler
---------------------------------------
Legibly print or type name (signature)
and capacity of all signers
13-A MRSA Section 104. Edwin A. Heisler, Clerk
-----------------------------------------
(type or print name and capacity)
By
---------------------------------------
(signature)
-----------------------------------------
(type or print name and capacity)
- ----------
* The clerk of a domestic corporation must be a person resident in Maine.
** The name of the corporation should be typed, and the document must be signed
by (1) the Clerk OR (2) by the President or a vice-president and by the
Secretary or an assistant secretary or such other officer as the bylaws may
designate as a second certifying officer or (3) if there are no such
officers, then by a majority of the directors or by such directors as may be
designated by a majority of directors then in office or (4) if there are no
such directors, then by the holders, or such of them as may be designated by
the holders, of record of a majority of all outstanding shares entitled to
vote thereon or (5) by the holders of all of the outstanding shares of the
corporation.
FORM NO. MBCA-3-Rev. 77
<Page>
FOR USE BY THE SECRETARY OF STATE
FILED
April 28, 1992
/s/ [ILLEGIBLE]
---------------------------------
DEPUTY SECRETARY OF STATE
A TRUE COPY WHEN ATTESTED
BY SIGNATURE
---------------------------------
DEPUTY SECRETARY OF STATE
19480038 D 1910000274107
FILED 04 28 1992 CHNG
FEE PAID $35.00
C.B. ----
DATE MAY 1 1992
STATE OF MAINE
ARTICLES OF AMENDMENT
(AMENDMENT BY SHAREHOLDERS
VOTING AS ONE CLASS)
Pursuant to 13-A MRSA Sections 805 and 807, the undersigned
corporation adopts these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following
amendment as ONE class.
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders (Circle one)
A. at a meeting legally called and held on, OR
B. by unanimous written consent on December 13, 1991
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
<Table>
<Caption>
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted For Voted Against
---------------------------- --------- -------------
32.5 32.5 -0-
</Table>
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth
in the amendment itself.
FIFTH: (Complete if Exhibits do not give this information.) If the
amendment changes the number or par values of authorized shares,
the number of shares the corporation has authority to issue
thereafter is as follows:
<Table>
<Caption>
Class Series (If Any) Number of Shares Par Value (If Any)
----- --------------- ---------------- ------------------
N/A
</Table>
The aggregate par value of all such shares (of all classes and series)
HAVING PAR VALUE is $_______________. The total number of all such shares
(of all classes and series) WITHOUT PAR VALUE is___________________ shares.
SIXTH: Address of the registered office in Maine:
465 Congress St., Portland, ME 04101
---------------------------------------------
(street, city and zip code)
MUST BE COMPLETED FOR VOTE OF I. Zaitlin and Sons, Inc.
SHAREHOLDERS ------------------------------------------
(Name of Corporation - Typed or Printed)
I certify that I have custody By* /s/ Edwin A. Heisler
of the minutes showing the ---------------------------------------
above action by the shareholders.
Edwin A. Heisler, Clerk
-----------------------------------------
/s/ Edwin A. Heisler Clerk (type or print name and capacity)
- -------------------------------
(signature of clerk, secretary By*
or asst. secretary) --------------------------------------
(signature)
Dated: March 30, 1992 -----------------------------------------
(type or print name and capacity)
* In addition to any certification of custody of minutes this document MUST be
signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the
SECRETARY, an assistant secretary or other officer the bylaws designate as
second certifying officer OR (3) if no such officers, a majority of the
DIRECTORS or such directors designated by a majority of directors then in
office OR (4) if no directors, the holders, or such of them designated by the
HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES.
NOTE: This form should not be used if any class of shares is entitled to vote as
a separate class for any of the reasons set out in Section 806, or because the
articles so provide. For vote necessary for adoption see Section 805.
FORM NO. MBCA-9 Rev. 80
<Page>
EXHIBIT A
TO
I. ZAITLIN AND SONS, INC.
ARTICLES OF AMENDMENT
The Board of Directors is authorized to increase or decrease the number of
directors. The minimum number shall be one (1) director and the maximum number
shall be seven (7) directors, (13-A M.R.S.A Section 703 1 A and 2), but the
minimum number of directors shall not be less than the number of shareholders
when there are fewer than three shareholders.
<Page>
Filing Fee $20.00 for each corporation listed
File No. 19480038 D Pages 3
DOMESTIC Fee Paid $ 20.00
BUSINESS CORPORATION DCN 1970381300018 RO
FILED
STATE OF MAINE 02/03/1997
/s/ Gary Cooper
NOTIFICATION BY CLERK ----------------------------
OF CHANGE IN NAME Deputy Secretary of State
OR REGISTERED OFFICE
A TRUE COPY WHEN ATTESTED BY SIGNATURE
-------------------------
Deputy Secretary of State
Pursuant of 13-A MRSA Section 304.6, the undersigned clerk gives notice of
change of clerk's name and/or registered office of each corporation LISTED IN
ITEM FIFTH:
FIRST: Name of clerk* appearing on the record in Secretary of State's Office
Edwin A. Heisler
SECOND: New name of clerk, if name has changed
THIRD: Address of former registered office:
465 Congress Street, Portland, Maine 04101
---------------------------------------------------------------------
(street, city, state and zip code)
FOURTH: Address of new registered office:
511 Congress Street, Portland, Maine 04101
---------------------------------------------------------------------
(physical location - street (not P.O. Box), city, state and zip code)
511 Congress Street, P.O. Box 9711, Portland, Maine 04104-5011
---------------------------------------------------------------
(mailing address if different from above)
FIFTH Notice of the above change(s) has been sent to the following
corporations of which the undersigned in clerk:
SEE EXHIBIT A ATTACHED HERETO
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
/X/ Names of additional corporations attached hereto as Exhibit A,
and made a part hereof.
<Page>
DATED January 30, 1997 /s/ Edwin A. Heisler
--------------------------------
(clerk's signature)
Edwin A. Heisler, Clerk
--------------------------------
(type or print name)
NOTE: This form is NOT used to change the clerk from one person to another.
- ----------
* The clerk of a domestic corporation must be a natural person resident in
Maine.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
TEL. (207) 287-4195
FORM NO. MBCA-3B REV. 96
<Page>
Edwin A. Heisler
Profit Corporations
EXHIBIT A
A Special Place, Inc.
Bay Street Ventures, Inc.
Bonnie Auto Sales
Carpetland, Inc.
Clean-O-Rama
Colonial Offset Printing, Inc.
Doris Homer Real Estate, Inc.
DR Management, Inc.
Eagle Tours, Inc.
Gilbert & Genthner, Inc.
Green Bough Corporation
The Grey Gull, Inc.
Hawk Aviation Corporation
Hefflefinger, Inc.
Hurd Lumber Company, Inc.
Iver C. Neilson, M.D., P.A.
I. Zaitlin and Sons, Inc.
Jetport Gas & Convenience Store, Inc.
John S. Dyhrberg, M.D., P.A.
Kendrick Technology Corporation
Kevmer Corporation
Madeline Mattson Realty, Inc.
Maine Pediatric Surgical Associates
Management Research Group, Inc.
Master Service, Inc.
Moxy Ledge Corporation
MSM Enterprises, LTD
Multi Concept Management, Inc.
North Star Realty & Development Corp.
Noyes Tire Co.
Orthopaedic and Sports Physical Therapy Associates, P.A.
Pine Tree Veterinary Hospital
Portdoug, Inc.
Portland Professional Sports Academy
Restaurants, Inc.
Richardson & Troubh
<Page>
[LOGO]
Filing Fee $20.00
File No. 19480038 Pages 2
DOMESTIC Fee Paid $ 20.00
BUSINESS CORPORATION DCN 1980291500014 CLRO
FILED
STATE OF MAINE 01/28/1998
/s/ [ILLEGIBLE]
CHANGE OF CLERK ONLY or CHANGE -------------------------
OF CLERK AND REGISTERED OFFICE Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
I. Zaitlin and Sons, Inc.
- -------------------------------- -------------------------
(Name of Corporation) Deputy Secretary of State
Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):
FIRST: The name and registered office of the clerk appearing on the record
in the Secretary of State's office:
Edwin A. Heisler
---------------------------------------------------------------------
(name)
511 Congress Street, Portland, Maine 04101
---------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and registered office of the successor (new) clerk, who must
be a Maine resident:
Bradley W. Hughes
---------------------------------------------------------------------
(name)
110 Main Street, Suite 1308, Saco, Maine 04072
---------------------------------------------------------------------
(physical location - street (not P.O. Box), city, state and zip code)
--------------------------------------------------------------------
(mailing address if different from above)
THIRD: Upon a change in clerk this must be completed:
/ / Such change was authorized by the board of directors and the
power to make such change is not reserved to the shareholders
by the articles or the bylaws.
/X/ Such change was authorized by the shareholders.
<Page>
DATED December 23, 1997 *By /s/ Bradley W. Hughes
-------------------------------------
MUST BE COMPLETED FOR VOTE OF (signature)
SHAREHOLDERS
Bradley W. Hughes, Clerk
-------------------------------------
(type or print name and capacity)
I certify that I have custody
of the minutes showing the *By /s/ Samuel M. Zaithin
above action by the shareholders. -------------------------------------
(signature)
/s/ [ILLEGIBLE]
Samuel M. Zaithin, President
/s/ Bradley W. Hughes -------------------------------------
- ------------------------------- (type or print name and capacity)
(signature of clerk, secretary
or asst. secretary)
THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).
The undersigned hereby accepts the appointment as clerk for the above named
domestic business corporation.
CLERK DATED December 23, 1997
/s/ Bradley W. Hughes Bradley W. Hughes
- ------------------------------- ----------------------------------------
(signature) (type or print name)
- ----------
*This document MUST be signed by (1) the NEW CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
TEL. (207) 287-4195
FORM NO. MBCA-3 REV. 9/97
<Page>
Minimum Fee $80 (See Section 1401
BUSINESS CORPORATION sub-Section 19)
STATE OF MAINE File No. 19480038 D Pages 7
(MERGER OF DOMESTIC AND FOREIGN Fee Paid $ 80.00
CORPORATIONS) DCN 1981141200004 MERG
FILED
ARTICLES OF MERGER 04/23/1998
KTI RECYCLING OF NEW ENGLAND, INC.
A corporation organized under the /s/ [ILLEGIBLE]
laws of DELAWARE -------------------------
Deputy Secretary of State
INTO
I. ZAITLIN AND SONS, INC. A True Copy When Attested By Signature
A corporation organized under the
laws of MAINE
Pursuant of 13-A MRSA Section 906, ---------------------------
the preceding corporations adopt Deputy Secretary of State
these Articles of Merger:
FIRST: The laws of the State(s) of DELAWARE, under which the foreign
corporation is organized, permit such merger.
SECOND: The name of the surviving corporation is KTI RECYCLING OF NEW
ENGLAND, INC.; and it is to be governed by the laws of the State of
MAINE.
THIRD: The plan of merger is set forth in Exhibit I attached hereto and made
a part hereof.
FOURTH: As to each participating domestic corporation, the shareholders of
which voted on such plan of merger, the number of shares outstanding
and the number of shares entitled to vote on such plan, and the
number of such shares voted for and against the plan, are as follows:
<Table>
<Caption>
Name of Number of Shares Number of Shares NUMBER NUMBER
Corporation Outstanding Entitled to Vote Voted for Voted Against
----------- ---------------- ---------------- --------- -------------
I. ZAITLIN AND SONS, INC. 97.5 97.5 97.5 -0-
</Table>
FIFTH: If the shares of any class were entitled to vote as a class, the
designation and number of the outstanding shares of each such class,
and the number of shares of each such class voted for and against the
plan, are as follows:
<Table>
<Caption>
Name of Designation Number of Shares NUMBER NUMBER
Corporation of class Outstanding Voted for Voted Against
----------- ----------- ---------------- --------- -------------
I. ZAITLIN AND SONS, INC. COMMON -0-
</Table>
SIXTH:
(ME. - 2335 - 10/23/96)
<Page>
SEVENTH: The address of the registered office of the surviving corporation in
the State of Maine is* _____________________________
110 MAIN STREET, SUITE 1380, SACO, MAINE 04072
----------------------------------------------------------------------
(street, city and zip code)
The address of the registered office of the merged corporation in the
State of Maine is* ________________________________
110 MAIN STREET, SUITE 1308, SACO, MAINE 04072
----------------------------------------------------------------------
(street, city and zip code)
EIGHTH: Effective date of the merger (if other than date of filing of
Articles) is 4/30/98
(NOT TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES)
DATED APRIL 17, 1998 I. ZAITLIN AND SONS, INC.
------------------------------------
(participating domestic corporation)
MUST BE COMPLETED FOR VOTE OF **By /s/ Samuel M. Zaitlin
SHAREHOLDERS ------------------------------------
(signature)
I certify that I have custody
of the minutes showing the SAMUEL M. ZAITLIN, PRESIDENT
above action by the shareholders. ------------------------------------
(type or print name and capacity)
I. ZAITLIN AND SONS, INC.
- --------------------------------
(name of corporation) **By /s/ Robert E. Wetzel
------------------------------------
/s/ Robert E. Wetzel (signature)
- -------------------------------
(signature of clerk, secretary ROBERT E. WETZEL, SECRETARY
or asst. secretary) ------------------------------------
(type or print name and capacity)
DATED_________________ KTI RECYCLING OF NEW ENGLAND, INC.
-----------------------------------
MUST BE COMPLETED FOR VOTE OF (participating corporation)
SHAREHOLDERS
**By /s/ Martin J. Sergi
I certify that I have custody ------------------------------------
of the minutes showing the (signature)
above action by the shareholders.
MARTIN J. SERGI, PRESIDENT
------------------------------------
(type or print name and capacity)
KTI RECYCLING OF NEW JERSEY, INC.
- ---------------------------------
(name of corporation) **By /s/ Robert E. Wetzel
-----------------------------------
/s/ Robert E. Wetzel (signature)
- -------------------------------
(signature of secretary ROBERT E. WETZEL, SECRETARY
or) -----------------------------------
(type or print name and capacity)
NOTE: If a foreign corporation is the survivor of this merger, see Section 906.4
and Section 908.3 as to whether Form MBCA-10Ma is required.
*Give address of registered office in Maine. If the corporation does not have a
registered office in Maine, the address given should be the principal or
registered office in the State of incorporation.
- ----------
**This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
TEL. (207) 287-4195
FORM NO. MBCA-10C REV. 96
<Page>
PLAN OF MERGER
OF
KTI RECYCLING OF NEW ENGLAND, INC.
INTO
I. ZAITLIN AND SONS, INC.
Pursuant to 13-A MRSA Section 906, the undersigned corporations hereby
execute the following Certificate of Merger.
ARTICLE ONE
KTI Recycling of New England, Inc., a corporation organized and existing
under the laws of the State of Delaware shall be merged into I. Zaitlin and
Sons, Inc., a corporation organized and existing under the laws of the State of
Maine, which is hereinafter designated as the surviving corporation and hereby
changes it's name to KTI Recycling of New England, Inc.
The address of the surviving corporation's registered office is 100 Main
Street, Suite 1308, Saco, Maine 04072 and the name of its registered agent at
such address is Bradley W. Hughes.
The total authorized capital stock of the surviving corporation shall be
130 shares, itemized by classes, par value of shares, shares without par value
of shares, shares without par value, and series, if any, within a class as
follows:
<Table>
<Caption>
Class Series Number of Shares Par Value Per Share
(if any) or statement shares are without par
value
Common None 130 $ 100.00 Par Value
</Table>
<Page>
ARTICLE TWO
The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by the
The name of the surviving corporation shall be changed to KTI Recycling of
New England, Inc.
The by-laws of I. Zaitlin and Sons, Inc. shall remain and be the by-laws of
the corporation which shall survive the merger until the same shall be altered
or amended according to the provisions thereof and in the manner permitted by
the statues of the State of Maine, or by this certificate.
The following amendments shall be made to the Certificate of Incorporation
of I. Zaitlin and Sons, Inc.
The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided, by the by-laws of the said
corporation, for the year 1998.
All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI Recycling of
New England, Inc., shall be and will remain like officers of the corporation
which shall survive the merger until the board of directors of such corporation
shall elect their respective successors.
The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by 13-A MRSA
Section 906.
A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.
The corporation which shall survive the merger shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.
When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporation, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporation which shall survive this merger as they were of
the
<Page>
corporations, parties hereto, and the title to any real or personal property,
whether by deed or otherwise, vested in each of the corporations, parties
hereto, shall not revert or be in any way unimpaired by reason hereof; provided,
however, that all rights of creditors and all liens upon any property of each of
the corporations, parties hereto, shall be preserved unimpaired, limited in lien
to the property affected by such liens immediately prior to the time of the said
merger, and all debts, liabilities and duties of KTI Recycling of New England,
Inc. shall thenceforth attach to the corporation which shall survive this merger
and may be enforces against it to the same extent as if said debts, liabilities
and duties had been incurred or contracted by it.
It at any time the corporation which shall survive the merger shall
consider or be advised that any further assignment for assurances in law or any
things are necessary or desirable to vest in the said corporation, according to
the terms hereof, the title to any property or rights of KTI Recycling of New
England, Inc. the Proper Officers and Directors of said KTI Recycling of New
England, Inc. shall and will execute and make all such proper assignments and
assurances in law and so all things necessary or proper to vest title in such
proper assignments and assurances in law and do all things necessary or proper
to vest title in such property or rights in the corporation which shall survive
the merger and otherwise to carry out the purposes of this Certificate of
Merger.
ARTICLE THREE
As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:
<Table>
<Caption>
Name of Corporation Total Designation of each No. of Shares
Number of Class or Series Entitled to Vote
Shares Entitled to Vote of each such
Entitled to as a Class Class or Series
Vote (if any) (if any)
I. Zaitlin and Sons, Inc. 97.5 Common 97.5
KTI Recycling of New England, Inc. 1,500 Common 1,500
</Table>
<Page>
ARTICLE FOUR
As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:
<Table>
<Caption>
Name of Corporation Total Total Class Shares Shares
Shares Shares Voted Voted
Voted Voted For Against
For Against
I. Zaitlin and Sons, Inc. 97.5 0 Common 97.5 0
KTI Recycling of New England, Inc. 1,500 0 Common 1,500 0
</Table>
The date or dates of approval by the shareholders of each corporation of the
plan of merger is (are):
Corporation; I. Zaitlin and Sons, Inc. date of shareholder approval:
April 17, 1998
Corporation: KTI Recycling of New England, Inc. date of shareholder approval:
April 17, 1998
ARTICLE FIVE
The plan of merger was approved by the board of directors of
I. Zaitlin and Sons, Inc., the surviving corporation.
<Page>
ARTICLE SIX
The effective date of this certificate shall be April 30, 1998.
IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President, as of the
17th day of April, 1998.
I. Zaitlin and Sons, Inc.
By: /s/ Samuel M. Zaitlin
-----------------------------
SAMUEL M. ZAITLIN, President
KTI Recycling of New England, Inc.
By: /s/ Martin J. Sergi
-----------------------------
MARTIN J. SERGI, President
<Page>
FILE NO. 19480038 D PAGES 1
FEE PAID $ 0
DCN 1982391400020 DOTR
FILED
27-AUG-98
KTI RECYCLING OF NEW ENGLAND, INC.
August 26, 1998
Corporate Examining Section
Secretary of State
101 State House Station
Augusta, Maine 04333-0101
Re: American Ash Recycling of New England, Inc., change of name to KTI Ash
Recycling of New England Limited Partnership
Dear Sir or Madam:
We recently submitted a change of legal name for the above-named entity
which was rejected because of the similarity of the proposed name to KTI
Recycling of New England, Inc.
I am writing in my capacity as an officer of KTI Recycling of New England,
Inc. to inform you that there is a connection between the two entities. KTI
Recycling of New England, Inc. is a subsidiary of KTI, Inc. KTI Specialty Waste
Services, Inc., the general partner of American Ash Recycling of New England,
Ltd., is also a subsidiary of KTI, Inc. The two entities are therefore
controlled by the same parent.
KTI Recycling of New England, Inc. has no objection to the use of the name
KTI Ash Recycling of New England Limited Partnership by the entity now known as
American Ash Recycling of New England, Ltd.
Very truly yours,
/s/ Bradley W. Hughes
---------------------------
Bradley W. Hughes
Clerk
<Page>
MINIMUM FEE $80 (See Section 1401 Sub-Section 19)
File No. 19480038 D Pages 6
Fee Paid $ 80
DCN 1983211300009 MERG
--------FILED---------------
04-NOV-98
/s/ [ILLEGIBLE]
----------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
----------------------------
Deputy Secretary of State
BUSINESS CORPORATION
STATE OF MAINE
(MERGER OF DOMESTIC AND FOREIGN CORPORATIONS)
ARTICLES OF MERGER
VEL-A-TRAN Recycling, Inc.
A corporation organized under the laws of Massachusetts
INTO
KTI Recycling of New England, Inc.
A corporation organized under the laws of Maine
Pursuant to 13-A MRSA Section 906, the preceding corporations adopt these
Articles of Merger:
FIRST: The laws of the State(s) of Massachusetts, under which the foreign
corporation(s) is (are) organized, permit such merger.
SECOND: The name of the surviving corporation is KTI Recycling of New England,
Inc. and it is to be governed by the laws of the State of Maine.
THIRD: The plan of merger is set forth in Exhibit I attached hereto and made
a part hereof.
FOURTH: As to each participating domestic corporation, the shareholders of
which voted on such plan of merger, the number of shares outstanding
and the number of shares entitled to vote on such plan, and the number
of such shares voted for and against the plan, are as follows:
<Table>
<Caption>
Name of Number of Shares Number of Shares NUMBER NUMBER
Corporation Outstanding Entitled to Vote Voted For Voted Against
----------- ---------------- ---------------- --------- -------------
KTI Recycling of
New England, Inc. 97.5 97.5 97.5 -0-
</Table>
FIFTH: If the shares of any class were entitled to vote as a class, the
designation and number of the outstanding shares of each such class,
and the number of shares of each class voted for and against the plan,
are as follows:
<Table>
<Caption>
Name of Number of Shares Number of Shares NUMBER NUMBER
Corporation Outstanding Entitled to Vote Voted For Voted Against
----------- ---------------- ---------------- --------- -------------
KTI Recycling of
New England, Inc. 97.5 97.5 97.5 -0-
</Table>
(INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE VOTE
OF THE SHAREHOLDERS OF THE SURVIVING CORPORATION. OMIT IF NOT APPLICABLE.)
SIXTH:
<Table>
<Caption>
Number of Shares Outstanding Number of Shares to Be Issued
Designation Immediately Prior to Effective Or Delivered Pursuant to the
of Class Date of Merger Merger
----------- ------------------------------ -----------------------------
</Table>
<Page>
SEVENTH: The address of the registered office of the surviving corporation in
the State of Maine is* 110 Main Street,
Suite 1308, Saco, Maine 04072
---------------------------------------------------------------------
(street, city, state and zip code)
The address of the registered office of the merged corporation in the
State of Maine is* 110 Main Street,
Suite 1308, Saco, Maine 04072
---------------------------------------------------------------------
(street, city, state and zip code)
EIGHTH: Effective date of the merger (if other than date of filing of
Articles) is November 17, 1998
(NOT TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES)
DATED October 30, 1998 KTI Recycling of New England, Inc.
-------------------------------------
(participating domestic corporation)
MUST BE COMPLETED FOR VOTE OF **By /s/ Martin J. Sergi
SHAREHOLDERS ------------------------------------
(signature)
I certify that I have custody Martin J. Sergi, President
of the minutes showing the ------------------------------------
above action by the shareholders. (type or print name and capacity)
KTI Recycling of New England, Inc. **By /s/ Robert E. Wetzel
- ---------------------------------- -----------------------------------
(name of corporation) (signature)
See signature at right
Secretary Robert E. Wetzel, Secretary
- -------------------------------- -----------------------------------
(signature of clerk, secretary (type or print name and capacity)
or asst. secretary)
DATED October 30, 1998 VEL-A-TRAN, Inc.
-----------------------------------
(participating domestic corporation)
MUST BE COMPLETED FOR VOTE OF **By /s/ Ross Pirasteh
SHAREHOLDERS ------------------------------------
(signature)
I certify that I have custody Ross Pirasteh, Chairman
of the minutes showing the ------------------------------------
above action by the shareholders. (type or print name and capacity)
VEL-A-TRAN Recycling, Inc. **By /s/ Robert E. Wetzel
- --------------------------------- -----------------------------------
(name of corporation) (signature)
Secretary Robert E. Wetzel, Secretary
- -------------------------------- -----------------------------------
(signature of clerk, secretary (type or print name and capacity)
or asst. secretary)
NOTE: If a foreign corporation is the survivor of this merger, see Section 906.4
and Section 908.3 as to whether Form MBCA-10Ma is required.
*Give address of registered office in Maine. If the corporation does not have a
registered office in Maine, the address given should be the principal or
registered office in the State of incorporation.
- ----------
** This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
TEL.(207) 287-4195
FORM NO. MBCA-10C Rev.96
<Page>
Plan of Merger
of
Vel-A-Tran Recycling, Inc.
into
KTI Recycling of New England, Inc.
Pursuant to 13-A MRSA Section 906, the undersigned corporations hereby
execute the following Certificate of Merger.
ARTICLE ONE
Vel-A-Tran Recycling, Inc., a corporation organized and existing under the
laws of the State of Massachusetts shall be merged into KTI Recycling of New
England, Inc., a corporation organized and existing under the laws of the State
of Maine, which is hereinafter designated as the surviving corporation.
The address of the surviving corporation's registered office is 110 Main
Street, Suite 1308, Saco, Maine 04072 and the name of its registered agent at
such address is Bradley W. Hughes.
The total authorized capital stock of the surviving corporation shall be
130 shares, itemized by classes, par value of shares, shares without par value
of shares, shares without par value, and series, if any, within a class as
follows:
<Table>
<Caption>
Class Series Number of Shares Par Value Per Share
(if any) or statement shares are without par
value
Common None 130 $100.00 Par Value
</Table>
ARTICLE TWO
The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by law, the certificates of incorporation
and the by-laws of each corporation.
The name of the surviving corporation is KTI Recycling of New England, Inc.
The by-laws of KTI Recycling of New England, Inc. shall remain and be the
by-laws of the corporation which shall survive the merger until the same shall
be altered or amended according to the provisions thereof and in the manner
permitted by the statues of the State of Maine, or by this certificate.
<Page>
The following amendments shall be made to the Certificate of Incorporation
of KTI Recycling of New England, Inc.
The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided, by the by-laws of the said
corporation, for the year 1999.
All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI Recycling of
New England, Inc., shall be and will remain like officers of the corporation
which shall survive the merger until the board of directors of such corporation
shall elect their respective successors.
The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by 13-A MRSA
Section 906.
A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.
The corporation which shall survive the merger shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.
When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporation, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporation which shall survive this merger as they were of
the corporations, parties hereto, and the title to any real or personal
property, whether by deed or otherwise, vested in each of the corporations,
parties hereto, shall not revert or be in any way unimpaired by reason hereof;
provided, however, that all rights of creditors and all liens upon any property
of each of the corporations, parties hereto, shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
time of the said merger, and all debts, liabilities and duties of Vel-A-Tran
Recycling, Inc. shall thenceforth attach to the corporation which shall survive
this merger and may be enforces against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
If, at any time the corporation which shall survive the merger shall
consider or be advised that any further assignment for assurances in law or any
things are necessary or desirable to vest in the
<Page>
said corporation, according to the terms hereof, the title to any property or
rights of Vel-A-Tran Recycling, Inc. the Proper Officers and Directors of said
Vel-A-Tran Recycling, Inc. shall and will execute and make all such proper
assignments and assurances in law and so all things necessary or proper to vest
title in such proper assignments and assurances in law and do all things
necessary or proper to vest title in such property or rights in the corporation
which shall survive the merger and otherwise to carry out the purposes of this
Certificate of Merger.
ARTICLE THREE
As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:
<Table>
<Caption>
Name of Corporation Total Designation of each No. of Shares
Number of Class or Series Entitled to Vote
Shares Entitled to Vote as a of each such
Entitled to Class (if any) Class or Series (if
Vote any)
KTI Recycling of New England, Inc. 97.5 Common 97.5
Vel-A-Tran Recycling, Inc. 100 Common 100
</Table>
ARTICLE FOUR
As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:
<Table>
<Caption>
Name of Corporation Total Total Class Shares Shares
Shares Shares Voted Voted
Voted Voted For Against
For Against
KTI Recycling of New England, Inc. 97.5 0 Common 97.5 0
Vel-A-Tran Recycling, Inc. 100 0 Common 100 0
</Table>
<Page>
The date of approval by the shareholders of each corporation of the plan of
merger is:
Corporation: KTI Recycling of New England, Inc. date of shareholder approval:
October 30,1998
Corporation: Vel-A-Tran Recycling, Inc. date of shareholder approval:
October 30,1998
ARTICLE FIVE
The plan of merger was approved by the board of directors of KTI Recycling
of New England, Inc., the surviving corporation.
ARTICLE SIX
The effective date of this certificate shall be November 17, 1998.
IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President, as of the
30th day of October, 1998.
KTI Recycling of New England, Inc.
By: /s/ Martin J. Sergi
---------------------------------------
Martin J. Sergi, President
Vel-A-Tran Recycling, Inc.
By: /s/ Robert E. Wetzel
---------------------------------------
Robert E. Wetzel, Senior Vice President
<Page>
FILING FEE $20.00
File No. 19480038 D Pages 2
Fee Paid $ 20
DCN 2011441800110 CLRO
-----FILED---------------------
05/15/2001
/s/ [ILLEGIBLE]
-------------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
---------------------------------
Deputy Secretary of State
DOMESTIC
BUSINESS CORPORATION
STATE OF MAINE
CHANGE OF CLERK ONLY OR CHANGE
OF CLERK AND REGISTERED OFFICE
KTI Recycling of New England, Inc.
- ------------------------------------
(Name of Corporation)
Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):
FIRST: The name and registered office of the clerk appearing on the record
in the Secretary of State's office:
Bradley W. Hughes
----------------------------------------------------------------------
(name)
c/o KTI, Inc. 110 Main Street, Suite 1308, Saco, Maine 04072
----------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and registered office of the sucessor (new) clerk, who must
be a Maine resident:
Peter B. Webster
----------------------------------------------------------------------
(name)
One Portland Square, Portland, Maine 04101
----------------------------------------------------------------------
(physical location - street (not P.O. Box), city, state and zip code)
----------------------------------------------------------------------
(mailing address if different from above)
THIRD: Upon a change in clerk this must be completed:
/X/ Such change was authorized by the board of directors and
the power to make such change is not reserved to the
shareholders by the articles or the bylaws.
/ / Such change was authorized by the shareholders.
<Page>
Dated May 7, 2001 *By /s/ John W. Casella
-------------------------------------------------
(signature)
John W. Casella, President
-------------------------------------------------
(type or print name and capacity)
*By /s/ Jerry S. Cifor
-------------------------------------------------
(signature)
Jerry S. Cifor, Treasurer, 2nd certifying officer
-------------------------------------------------
(type or print name and capacity)
MUST BE COMPLETED FOR VOTE
OF SHAREHOLDERS
- -----------------------------------------------------
I certify that I have custody of the minutes showing
the above action by the shareholders.
- -----------------------------------------------------
(signature of clerk, secretary or asst. secretary)
THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).
The undersigned hereby accepts the appointment as clerk for the above-named
domestic business corporation.
CLERK DATED MAY 14, 2001
/s/ Peter B. Webster Peter B. Webster
- ------------------------------- ---------------------------------------
(signature) (type or print name)
- ----------
*This document MUST be signed by
(1) the NEW CLERK OR
(2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
sec., or a 2nd certifying officer OR
(3) if no such officers, then a majority of the DIRECTORS OR
(4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUTSTANDING
SHARES OR
(5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-3 Rev. 7/2000 TEL. (207) 297-4195