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Exhibit 3.7
STATE OF NEW YORK }
SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22 2002
[SEAL] /s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
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CERTIFICATE OF INCORPORATION
OF
B. and C. Sanitation Corporation
Under Section 402 of the Business Corporation Law
The undersigned, for the purpose of forming a corporation under Section 402
of the Business Corporation Law, hereby certifies:
1. The name of the Corporation shall be B. and C. Sanitation Corporation.
2. The purposes for which it is formed are as follows:
(a) To engage in any lawful act or activity for which corporations
may be organized under the Business Corporation Law of the State
of New York. The Corporation is not formed to engage in any act
or activity requiring the concern or approval of any State
official, Department, Board, Agency or other Body without such
concern or approval first being obtained.
(b) To purchase, acquire, hold, improve, sell, convey, assign,
release, mortgage, encumber, lease, hire and deal in realty and
personal property of every name and nature in any way necessary
or helpful to carry out the purposes heretofore mentioned.
3. The office of the Corporation is to be located at Outer Maple Street,
Potsdam, County of St. Lawrence, State of New York.
4. The aggregate number of shares which the Corporation shall have
authority to issue is two hundred shares of common stock, all of which shall be
of one class, without par value.
5. The Secretary of the State of New York is designated as the agent of
the Corporation upon whom process against it may be served, and the post office
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address to which the Secretary of State shall mail a copy of any such process
served upon him is Outer Maple Street, Postdam, New York.
6. The subscriber is of the age of eighteen (18) years or over.
In WITNESS WHEREOF, the undersigned has hereunto set his hand the 4th day
of April, 1987.
/s/ Chester G. Bisnett
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CHESTER G. BISNETT
Route 1, O'Brien Road
Norwood, New York
STATE OF NEW YORK)
COUNTY OF ST. LAWRENCE )ss:
On the 4th day of April, 1987, before me, the subscriber, personally
appeared CHESTER G. BISNETT, to me personally known and known to me to be the
same persons described in and who executed the foregoing instrument and they
acknowledged to me that they executed the same.
[SEAL] /s/ David N. Cobley
------------------------------------
Notary Public St. Lawrence Co., N.Y.
My Commission Exps.
2
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B482795
CERTIFICATE OF INCORPORATION
OF
B. AND C. SANITATION CORP.
Under Section 402 of the Business Corporation Law
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED APR 13 1987
AMT. OF CHECK $ 120
FILING FEE $100
TAX $10
COUNTY FEE $______
COPY $______
REFUND $______
SPEC HANDLE $ 10
BY: /s/ [ILLEGIBLE]
--------------------
/s/ [ILLEGIBLE]
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DANIEL S. COHEN, P.C.
ATTORNEYS AT LAW
258 GENESEE STREET
UTICA, NEW YORK 13502
(315) 797-8066
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STATE OF NEW YORK }
SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22, 2002.
[SEAL] /s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
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CERTIFICATE OF MERGER
OF
BC ACQUISITION, INC.
AND
B. and C. SANITATION CORPORATION
INTO
B. and C. SANITATION CORPORATION
Under Section 904 of the Business Corporation Law
We, the undersigned, being respectively the Vice President and Assistant
Secretary of BC Acquisition, Inc., and the President and Secretary of B. and C.
Sanitation Corporation, certify:
The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.
1. The name of each constituent corporation is as follows:
BC Acquisition, Inc. and B. and C. Sanitation Corporation
2. The name of the surviving corporation is:
B. and C. Sanitation Corporation.
3. The number of outstanding shares of BC Acquisition, Inc. is ten (10)
shares without par value, all of which are entitled to vote. The
number of outstanding shares of B. and C. Sanitation Corporation is
twenty seven (27) shares without par value, all of which shares are
entitled to vote.
4. The Certificate of Incorporation of BC Acquisition, Inc., was filed by
the Department of State on the 8th day of October, 1998 and the
Certificate of Incorporation of B. and C. Sanitation
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Corporation, was filed by the Department of State on April 13, 1987.
5. The Merger was authorized by the Unanimous Written Consent of all
outstanding shares of BC Acquisition, Inc., entitled to vote thereon
and by the Unanimous Written Consent of all outstanding shares of B.
and C. Sanitation Corporation, entitled to vote thereon.
6. The Merger shall be effective on the filing of this Certificate of
Merger by the Department of State.
IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 29th of October, 1998.
BC ACQUISITION, INC.
By: /s/ Jerry S. Cifor
----------------------------------
Jerry S. Cifor, Vice President
and Assistant Secretary
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B. and C. SANITATION CORPORATION
By: /s/ Howard J.Cornwell
----------------------------------
Howard J. Cornwell, President
By: /s/ Chester W. Bisnett
----------------------------------
Chester W. Bisnett, Secretary
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F981029000688
CERTIFICATE OF MERGER
OF
BC ACQUISITION, INC.
AND
B. and C. SANITATION CORPORATION
INTO
B. and C. SANITATION CORPORATION
Under Section 904 of the Business Corporation Law
[NATIONWIDE INFORMATION SERVICES INC LOGO]
52 JAMES STREET
ALBANY NY 12207
(800) 873-3482
(800) 234-8522 FAX
* FILER:
Jack Quigley
Corporate Assistant Manager
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED OCT 29 1998
TAX $ 0
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BY: [ILLEGIBLE]
------------------
ST. LAWRENCE
981029000710
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