STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/06/2001
010559310 - 3449007
CERTIFICATE OF INCORPORATION
OF
American Resource Recovery Group Ltd.
FIRST. The name of the Corporation is American Resource Recovery Group Ltd.
SECOND. Its registered office in the State of Delaware is to be located at
30 Old Rudnick Lane, Suite 100 in the City of Dover, County of Kent. The
Registered Agent in charge thereof is LEXIS Document Services Inc., 30 Old
Rudnick Lane, Suite 100, Dover, Delaware 19901.
THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is Seventy-Five Thousand (75,000) shares at $.01 Par Value
per share.
FIFTH. The name and mailing address of the incorporator is as follows:
LexisNexis Document Solutions Inc.
30 Old Rudnick Lane, Suite 100
Dover, DE 19901
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Seventh shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
missions of such director occurring prior to such amendment.
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws
of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly hereunto
set my hand this 6th day of November, 2001.
LexisNexis Document Solutions Inc., Incorporator
By: /s/ Zvjezdana Sijan
-------------------------
Zvjezdana Sijan, Assistant Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/18/2002
020248991 - 3449007
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
American Resource Recovery Group Ltd
American Resource Recovery Group Ltd., 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 corporation has not received any payment for any of its
stock.
SECOND: That the Board of Directors of said corporation, at a meeting duly
convened and held, adopted the following resolution:
RESOLVED that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "FIRST' so that, as amended,
said Article shall be and read as follows:
"FIRST: The name of the corporation is Alliance Recovery Corporation.'
THIRD: That the said amendment has been consented to and authorized by the
Board of Directors in accordance with the provisions of Section 241 of the
General Corporation Law of the State of Delaware, and shall be executed,
acknowledged, filed and recorded in accordance with Section 103 of said General
Corporation Law.
In Witness Whereof, the corporation has caused this Certificate to be
signed on this 18th day of April, 2002.
/s/ Peter Vaisler
-----------------------------------
Name: Peter Vaisler
Title: Director
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
Alliance Recovery Corporation
Alliance Recovery Corporation, 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 adopted the
following resolution by Unanimous Consent:
RESOLVED that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as
amended, said Article shall be and read as follows:
"FOURTH. The total number of shares of stock which this corporation is
authorized to issue is Ten Million (10,000,000) shares at $0.01 par
value for a total authorized capital of One Hundred Thousand
($100,000) dollars."
SECOND: That the said amendment has been consented to and authorized by the
holders of a majority of the issued and outstanding stock entitled to vote by a
written consent given 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 the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by its Director/President this 22nd day of April, 2002.
------------------
/s/ Peter Vaisler
----------------------------------------
Name: Peter Vaisler
Title: President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/22/2002
020255470 - 3449007
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:11 AM 07/01/2004
FILED 11:12 AM 07/01/2004
SRV 040486298 - 3449007 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
ALLIANCE RECOVERY CORPORATION
- --------------------------------------------------------------------------------
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of
ALLIANCE RECOVERY CORPORATION
---------------------------------------------------------------------------
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as
--------
amended, said Article shall be and read as follows:
The total number of shares which this corporation is authorized to issue is
---------------------------------------------------------------------------
One Hundred Million (100,000,000) shares at $0.01 par value, per share
---------------------------------------------------------------------------
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
Rer share special meeting of the stockholders of said corporation was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH:: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said ALLIANCE RECOVERY CORPORATION
--------------------------------------------------
has caused this certificate to be signed by
Peter Vaisler, an Authorized Officer,
this 15th day of June, 2004
By: /s/ Peter Vaisler
----------------------------------
Authorized Officer
Title: President
----------------------------------
Name: PETER VAISLER
----------------------------------
Print or Type