EXHIBIT 3.1mm
CERTIFICATE OF INCORPORATION
OF
NAUGATUCK TREATMENT COMPANY
The undersigned, for the purpose of forming a corporation under the
provisions of the Stock Corporation Act of the State of Connecticut, does hereby
certify that:
FIRST: The name of the corporation is Naugatuck Treatment Company.
SECOND: The nature of the business to be transacted, or the purposes to
be promoted or carried out by the corporation, which shall be in addition to the
authority of the corporation to engage in any lawful act or activity for which
corporations may be formed under the Stock Corporation Act, are as follows:
To operate sewage treatment facilities and engage in any other acts
related thereto.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licensor or licensee, lease or lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, and in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal, and mixed
property of any and all kinds, together with the components, resultants, and
by-products thereof; to acquire by purchase or otherwise own, hold, lease,
mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge,
improve, and to aid or subscribe toward the construction, acquisition or
improvement of any factories, shops, storehouses, buildings, and commercial and
retail establishments of every character, including all equipment, fixtures,
machinery, implements and supplies necessary, or incidental to, or connected
with, any of the purposes or business of the corporation; and generally to
perform any and all acts connected therewith or arising therefrom or incidental
thereto, and all acts proper or necessary for the purpose of the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase, or
otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle, manage,
operate, deal in and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings and other works and any interest
or right therein; to take, lease, purchase or otherwise acquire, and to own,
use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise
handle, and deal in and dispose of, as principal, agent, broker, and in any
lawful capacity, such personal property, chattels, chattels real, rights,
easements, privileges, choses in action, notes, bonds, mortgages, and securities
as may lawfully be acquired, held, or disposed of; and to acquire, purchase,
sell, assign, transfer, dispose of, and generally deal in and with, as
principal, agent, broker, and in any lawful capacity, mortgages and other
interests in real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management business as
principal, agent, representative, contractor, subcontractor, and in any other
lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy,
turn to account, grant licenses and immunities in respect of, manufacture under
and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and,
in any manner deal with and contract with reference to:
(a) inventions, devices, formulae, processes and any improvements and
modifications thereof;
(b) letters patent, patent rights, patented processes, copyrights,
designs, and similar rights, trade-marks, trade symbols and other
indications of origin and ownership granted by or recognized under the laws
of the United States of America or of any state or subdivision thereof, or
of any foreign country or subdivision thereof, and all rights connected
therewith or appertaining thereunto;
(c) franchises, licenses, grants and concessions.
To have and to exercise all powers granted by law and by the Stock
Corporation Act and all legal powers necessary or convenient to effect any or
all of the purposes stated in this Certificate of Incorporation or to transact
the stated business of the corporation.
THIRD: The authorized number of shares of the corporation is 100, all of
which are designated as Common shares and are without nominal or par value.
FOURTH: The minimum amount of stated capital with which the corporation
shall commence business is Two Thousand Dollars.
FIFTH: For the regulation and management of the affairs of the
corporation, it is further provided:
1. Whenever any provision of the Stock Corporation Act shall
otherwise require for the approval of any specified corporate action the
authorization of at least two-thirds of the voting power of shareholders
entitled to vote, any such corporate action shall be approved by the
authorization of at least a majority of the voting power of the shareholders
entitled to vote; and whenever the corporation shall have one or more
classes or series of shares which are denied voting power under the
Certificate of Incorporation but the authorization of at least two-thirds of
the voting power of said class or series is otherwise required for the
approval of any specificed corporate action under the Stock Corporation Act,
any such corporate action shall be approved by said class or series by the
authorization of at least a majority of the voting power of each such class
and of each such series.
2. To the extent permitted by the Stock Corporation Act, and in
conformity with the provisions thereof, any corporate action permitted to be
taken at a meeting of shareholders entitled to vote may be taken without a
meeting by a consent in writing signed by the holders of at least a majority
of the voting power of each class entitled to vote.
3. Whenever the corporation shall be engaged in the business of
exploiting natural resources, dividends may be declared and paid in cash or
property and charged against depletion reserves.
4. To the extent permitted by the Stock Corporation Act, and in
conformity with the provisions thereof, distributions in cash or property
may be made out of capital surplus available therefor without the
authorization of the shareholders of any class of the corporation.
5. To the extent permitted by the Stock Corporation Act, and in
conformity with the provisions thereof, acquisitions of its own shares out
of unreserved and unrestricted capital surplus may be made by the
corporation without the authorization of the shareholders of any class of
the corporation.
6. One or more or all of the directors of the corporation may be
removed for cause or without cause by the shareholders entitled to vote for
their election. The Board of Directors shall have power to remove any
director for cause and to suspend any director pending a final determination
that cause exists.
7. The corporation shall, to the fullest extent permitted by Section
33-320 of the Stock Corporation Act, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section.
I, the undersigned, do hereby declare under the penalties of false
statement that the statements contained in the foregoing document are true and
do hereby sign this document at New York, New York, on October 1, 1973.
/s/ Ira J. Krakower
----------------------------------
Ira J. Krakower, Incorporator
FILED State of Connecticut
OCT 5 - 1973 3-00 PM
Secretary of State