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Exhibit 3.86
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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
NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
JUNE 7, 2002
GIVEN UNDER MY HAND AND THE SEAL
OF THE STATE OF VERMONT, AT
MONTPELIER, THE STATE CAPITAL
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/s/ Deborah L. Markowitz
DEBORAH L. MARKOWITZ
SECRETARY OF STATE
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VERMONT SECRETARY OF STATE
LOCATION: 81 RIVER STREET MAIL: 109 STATE STREET
MONTPELIER, VT 05609-1104 (802) 828-2386
ARTICLES OF INCORPORATION
CORPORATE NAME NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
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(THE NAME MUST END WITH ONE OF THESE ENDINGS CORPORATION,
INCORPORATED, COMPANY, LIMITED OR AN ABBREV. THEREOF)
NAME OF REGISTERED AGENT Miller, Eggleston & Rosenberg, Ltd.
A REGISTERED AGENT IS AN INDIVIDUAL OR A DOMESTIC OR FOREIGN CORPORATION, PROFIT
OR NON-PROFIT, WHOSE BUSINESS OFFICE IS IDENTICAL TO THE ADDRESS OF THE
REGISTERED OFFICE. THE REGISTERED OFFICE MUST BE LOCATED IN VERMONT. A
REGISTERED AGENT RECEIVES VARIOUS KINDS OF LEGAL NOTICES, INCLUDING SERVICE OF
PROCESS FOR THE CORPORATION. A CORPORATION CANNOT ACT AS ITS OWN REGISTERED
AGENT.
ADDRESS OF REGISTERED OFFICE 150 South Champlain Street Burlington VT 05401
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(STREET; NOT P.O. BOX OF (CITY) (ZIP)
PLACE OF BUSINESS)
OPERATING YEAR: April 30 WILL BE DESIGNATED AS YOUR FISCAL YEAR END UNLESS YOU
PROVIDE A DIFFERENT DATE.
EVERY CORPORATION HAS PERPETUAL DURATION, UNLESS OTHERWISE STATED____________
PLEASE CHECK THE BOX THAT APPLIES FOR YOUR CORPORATION:
/X/ GENERAL CORPORATION (T.11A) / / PROFESSIONAL CORPORATION (T.11, CH.3)
/ / CLOSE CORPORATION (T.11A, CH. 20)
NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE:
10,000 shares of common stock with $1.00 par value
CLASSES OF SHARES, IF ANY, & NUMBER OF SHARES AUTHORIZED TO ISSUE, IN EACH
CLASS:
One class of common stock
ONE OR MORE CLASSES OF SHARES THAT TOGETHER HAVE UNLIMITED VOTING RIGHTS:
Common stock has voting rights
ONE OR MORE CLASSES OF SHARES (WHICH MAY BE THE SAME CLASS WITH VOTING RIGHTS)
THAT TOGETHER ARE ENTITLED TO RECEIVE THE NET ASSETS OF THE CORPORATION UPON
DISSOLUTION.
Common stock is entitled to receive assets upon dissolution.
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PURPOSE: EVERY CORPORATION IS CONSIDERED AS BEING ORGANIZED FOR THE PURPOSE OF
ENGAGING IN ANY LAWFUL BUSINESS UNLESS A MORE LIMITED PURPOSE IS SET FORTH IN
THE ARTICLES OF INCORPORATION. CORPORATIONS ENGAGING IN BUSINESSES THAT ARE
SUBJECT TO REGULATION BY CERTAIN STATE AGENCIES MAY INCORPORATE ONLY IF
PERMITTED BY, AND SUBJECT TO ALL LIMITATIONS OF THE STATUTES WHICH CONTROL THESE
BUSINESSES. THESE CORPORATIONS INCLUDE: (1) BANKS, SAVINGS AND LOAN
ASSOCIATIONS, CREDIT UNIONS, AND OTHER FINANCIAL INSTITUTIONS REGULATED UNDER
TITLE 8; (2) INSURANCE COMPANIES REGULATED UNDER TITLE 8; (3) PUBLIC SERVICE
UTILITIES REGULATED UNDER TITLE 30; (4) RAILROAD COMPANIES REGULATED UNDER TITLE
19; AND (5) PROFESSIONAL CORPORATIONS REGULATED UNDER CHAPTER 3 OF TITLE 11.
STATE THE PURPOSE HERE.
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PROFESSIONAL CORPORATIONS: (11 VSA, CHAPTER 3) PROFESSIONAL CORPORATIONS MUST
PROVIDE THE FOLLOWING ADDITIONAL INFORMATION: THE NAME, ADDRESS, LICENSE NUMBER
AND EXPIRATION DATE OF LICENSE FOR EACH INCORPORATOR, OFFICER, DIRECTOR AND
SHAREHOLDER. (A CERTIFICATE FROM THE PROPER REGULATING BOARD MUST BE ATTACHED)
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NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS
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NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS
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NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS
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NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS
DIRECTORS: NAMES AND ADDRESSES OF THE INDIVIDUALS WHO WILL SERVE AS THE INITIAL
BOARD OF DIRECTORS:
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NAME AND ADDRESS
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NAME AND ADDRESS
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NAME AND ADDRESS
ONE OR MORE NATURAL PERSONS OF MAJORITY AGE (18) MAY ACT AS INCORPORATOR BY
SIGNING BELOW.
SIGNATURE OF INCORPORATOR /s/ Jon R. Eggleston
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Jon R. Eggleston
ADDRESS 150 South Champlain Street, Burlington, Vermont, 05401
SIGNATURE OF INCORPORATOR
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ADDRESS
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ARTICLES OF MERGER
OF
NEW WASTE USA, INC. INTO
NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
Pursuant to the provisions of Section 11.05 of the Vermont Business
Corporation Act, the undersigned corporation adopts the following Articles of
Merger for the purpose of merging a wholly-owned subsidiary corporation, New
Waste USA, Inc., into New England Waste Services of Vermont, Inc., as the
surviving corporation:
FIRST: A copy of the Agreement and Plan of Merger pursuant to which the
subsidiary corporation is being merged into the surviving corporation is
attached hereto, identified as "Exhibit A," and its terms are incorporated
herein by reference as though set forth at length.
SECOND: As New England Waste Services of Vermont, Inc. owns 100% of the
outstanding shares of each class of stock of its subsidiary, New Waste USA,
Inc., shareholder approval to the merger was not required.
THIRD: The merger shall take effect upon the effective date contained
within Section 2.02 of the Agreement and Plan of Merger attached hereto as
"Exhibit A."
PAID $50.00
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DATED at Rutland, Vermont, this 25 day of January, 1995.
NEW ENGLAND WASTE SERVICES OF
VERMONT, INC.
By: /s/ John W. Casella
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Its President
By: /s/ Douglas R. Casella
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Its Secretary
STATE OF VERMONT
COUNTY OF Washington, SS.
I, a notary public, do hereby certify that on this 25 day of January, 1995,
personally appeared before me John W. Casella, who, being by me first duly
sworn, declared that he is President of New England Waste Services of
Vermont, Inc., and that he signed the foregoing documents as President of the
corporation and that the statements therein contained are true.
Before me,
/s/ [ILLEGIBLE]
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Notary Public
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AGREEMENT
AND
PLAN OF MERGER
This Agreement is made this 25 day of January, 1995, by and between NEW
ENGLAND WASTE SERVICES OF VERMONT, INC., a Vermont corporation, and NEW WASTE
USA, INC., a Vermont corporation.
W I T N E S S E T H:
WHEREAS, New Waste USA is a wholly-owned subsidiary corporation of NEWS-VT;
and
WHEREAS, the Board of Directors of NEWS-VT deem it advisable for the
general welfare of each constituent corporation and its shareholders that the
constituent corporations merge into a single corporation pursuant to the
provisions of this Agreement and the applicable laws of the State of Vermont;
and
WHEREAS, the constituent corporations desire to adopt this Agreement as a
Plan of Reorganization and to consummate the merge in accordance with the
provisions of Section 368(a)(1)(A) of the Internal Revenue Code;
NOW, THEREFORE, the constituent corporations agree that New Waste USA be
merged into NEWS-VT as the surviving corporation in accordance with Section
11.04 of the Vermont Business Corporation Act, and that the terms and conditions
of the merger and the mode of carrying it into effect shall be as follows:
ARTICLE I
Definitions
Unless the context clearly requires otherwise, the following words or
phrases shall, for the purposes of this Agreement, be defined as follows:
Section 1.01 NEW WASTE USA - The phrase "New Waste USA" shall mean New
Waste USA, Inc., a corporation incorporated under the laws of the State of
Vermont.
Section 1.02 NEW WASTE USA STOCK - The phrase "New Waste USA stock" shall
mean the 100 shares of issued and outstanding _______ par value common stock
of New Waste USA.
Section 1.03 CONSTITUENT CORPORATIONS - The phrase "constituent
corporations" shall mean both NEWS-VT and New Waste USA.
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Section 1.04 EFFECTIVE DATE - The phrase "effective date" shall mean the
effective date of the merger, which is the time on the date the Articles of
Merger are filed with the Vermont Secretary of State.
Section 1.05 NEWS-VT - The phrase "NEWS-VT" shall mean New England Waste
Services of Vermont, Inc., a corporation incorporated under the laws of the
State of Vermont.
Section 1.06 NEWS-VT STOCK - The phrase "NEWS-VT stock" shall mean the 100
shares of $1.00 par value common stock which NEWS-VT has issued and outstanding
as of the date of this Agreement.
Section 1.07 INTERNAL REVENUE CODE - The phrase "Internal Revenue Code"
shall mean the Internal Revenue Code of 1986, as amended.
Section 1.08 MERGER - The word "merger" shall mean the merger of New Waste
USA into NEWS-VT with NEWS-VT being the surviving corporation. In a technical
sense it shall also mean a corporate reorganization as provided for in Section
368(a)(1)(A) of the Internal Revenue Code.
Section 1.09 SURVIVING CORPORATION - The phrase "surviving corporation"
shall mean NEWS-VT.
ARTICLE II
COMPLETION OF MERGER, EFFECTIVE DATE
Section 2.01 COMPLETION OF MERGER - The merger provided for in this
Agreement shall become effective upon the adoption of this Agreement by the
shareholders of both constituent corporations pursuant to the provisions of the
Vermont Business Corporation Act; and the execution and filing of Articles of
Merger as required by Chapter 11 of Title 11A, Vermont Statutes Annotated, with
the Secretary of State of the State of Vermont.
Section 2.02 EFFECTIVE DATE - The constituent corporations agree the
Articles of Merger shall be filed with the Secretary of State of the State of
Vermont such that they shall be effective on the effective date.
ARTICLE III
GOVERNING LAWS
Section 3.01 GOVERNING LAW - The surviving corporation shall be governed by
the laws of the State of Vermont.
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Section 3.02 ARTICLES OF ASSOCIATION - The Articles of Association and all
amendments thereto, of NEWS-VT shall be those which govern the surviving
corporation after the merger has been completed.
Section 3.03 BY-LAWS - The By-Laws of the surviving corporation shall be
the By-Laws of NEWS-VT as in effect on the date of this Agreement.
ARTICLE IV
CANCELLATION OF SHARES,
PURPOSE OF MERGER AND EFFECT OF MERGER
Section 4.01 CANCELLATION OF SHARES - The issued and outstanding shares of
New Waste USA stock shall on the effective date of the merger, and without any
action on the part of New Waste USA, be retired and cancelled.
Section 4.02 PURPOSE OF MERGER - The merger is being effected at this time
in order to reduce administrative expenses and simplify compliance with State
laws.
Section 4.03 EFFECT OF THE MERGER - On the effective date, the separate
existence of New Waste USA shall cease (except insofar as continued by statute)
and it shall be merged with and into the surviving corporation. All the
property, real, personal and mixed, of the constituent corporation and all debts
due to either of them, shall be transferred to and vested in the surviving
corporation, without further act or deed. The surviving corporation shall
thenceforth be responsible and liable for all of the liabilities and
obligations, each of the constituent corporations, and any claim or judgment
against either of the constituent corporations may be enforced against the
surviving corporation.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF NEW WASTE USA
Section 5.01 CORPORATE ORGANIZATION AND GOOD STANDING - New Waste USA is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Vermont, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
Section 5.02 CAPITALIZATION - New Waste USA's authorized capital stock
consists of ________ shares of no par value common stock. One hundred shares are
issued and outstanding. There are no options, warrants or rights outstanding to
purchase additional shares of New Waste USA stock.
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ARTICLE VI
REPRESENTATIONS AND WARRANTS OF NEWS-VT
Section 6.01 CORPORATE ORGANIZATION AND GOOD STANDING - NEWS-VT is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Vermont, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
Section 6.02 CAPITALIZATION - NEWS-VT's authorized capital stock consists
of 10,000 shares of $1.00 par value common stock of which one hundred shares are
issued and outstanding.
Section 6.03 AUTHORIZATION - Execution of this Agreement has been duly
authorized and approved by NEWS-VT's Board of Directors.
Section 6.04 WAIVER OF NOTICE OF ADOPTION OF PLAN - By its signature
to this Agreement and Plan of Merger, NEWS-VT as the sole shareholder of New
Waste USA does hereby waive its rights under Title 11A V.S.A. Section 11.04(c)
to receive in the mail a copy of this Agreement and Plan of Merger.
ARTICLE VII
AGENT FOR SERVICE
Section 7.01 AGENT FOR SERVICE - As of the effective date, the surviving
corporation hereby irrevocably appoints the Secretary of State of the State of
Vermont as its agent to accept service of process in any action, suit or
proceeding for the enforcement of the obligations of New Waste USA, as well as
for the enforcement of any obligation of the surviving corporation arising from
the merger, including any suit or other proceeding to enforce the right of any
stockholder of New Waste USA to receive payment for their shares against the
surviving corporation.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 GOVERNING LAW - This Agreement shall be controlled and
construed and enforced in accordance with the laws of the State of Vermont.
Section 8.2 SUCCESSORS AND ASSIGNS - This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their successors and
assigns.
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Section 8.3 CAPTIONS - All Article and Section headings hereby are inserted
for convenience only and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 8.4 COUNTERPARTS - This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger, have
caused these presents to be executed as of the day and year first above written.
IN THE PRESENCE OF: NEW ENGLAND WASTE SERVICES, INC.
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE] Duly Authorized Agent
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NEW WASTE USA, INC.
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE] Duly Authorized Agent
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NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
TO ACTION TAKEN IN LIEU OF SPECIAL MEETING THEREOF
The undersigned, being all of the Directors of New England Waste Services
of Vermont, Inc., a Vermont corporation, pursuant to the provisions of Section
8.21 of the Vermont Business Corporation Act, unanimously consent to and adopt
the following actions taken by them upon behalf of the Corporation in lieu of a
special meeting thereon:
FIRST: It being in the interest of this Corporation to merge New Waste
USA, Inc. into this Corporation concurrent with the acquisition of the assets of
Waste USA, that action is hereby authorized in the name of this Corporation and
upon behalf of this Corporation, all in accordance and upon the terms of the
following preambles and resolutions:
WHEREAS, the Board of Directors of this Corporation deem it to be
advisable for the general welfare of this Corporation to merge
New Waste USA, Inc. into this Corporation concurrent with its
acquisition pursuant to the provisions of Chapter 11 of the
Vermont Business Corporation Act; and
WHEREAS, such merger is to be effected pursuant to the provisions of
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, it is
RESOLVED, that New Waste USA, Inc. shall be merged into this
Corporation pursuant to the terms and conditions of an Agreement
and Plan of Merger between the corporations, a copy of which
being annexed hereto and being identified as "Exhibit A"; and it
is
FURTHER RESOLVED, that the merger of New Waste USA, Inc. into this
corporation shall be effected pursuant to the provisions of
Chapter 11 of the Vermont Business Corporation Act and Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended;
and it is
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FURTHER RESOLVED, that all officers of this Corporation be and they
are hereby authorized and directed to take any and all action,
and to sign and/or file documents as may be necessary to
effectuate the foregoing preambles and resolutions.
WHEREUPON, the undersigned, being all of the Directors of New England Waste
Services of Vermont, Inc., have executed this Consent effective as of the 25 day
of January, 1995.
/s/ John W. Casella
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John W. Casella
/s/ Douglas R. Casella
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Douglas R. Casella
/s/ James W. Bohlig
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James W. Bohlig