EX-99.T3A27 26 exhibit_t3a-27.txt Exhibit T3A-27. STATE OF CALIFORNIA SECRETARY OF STATE I, Kevin Shelley, Secretary of State of the State of California, hereby certify: That the attached transcript of 4 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of Feb 26 2004. /s/ Kevin Shelley -------------------------------- Secretary of State 1 Exhibit T3A-27. ARTICLES OF INCORPORATION OF IMPERIAL POWER SERVICES, INC. FIRST: The name of the corporation is Imperial Power Services, Inc. SECOND: The purpose of the corporation is to engage in any lawful activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. THIRD: The name and address in the State of California of the corporation's initial agent for service of process are David L. Parkinson, 3211 Fifth Avenue, San Diego, California. FOURTH: The total number of shares which the corporation is authorized to issue is 10,000 all of the same class, designated "Common Stock". This Article Fourth can be amended only with the vote or written consent of the holders of sixty (60) per cent of the outstanding shares. FIFTH: a. The number of Directors of the corporation is three (3). b. The names and addresses of the persons who are appointed as first Directors are:
Name ADDRESS David L. Parkinson 14946 Rancho Antiguo Del Mar, California 92014 William R. Eldredge 2163 Blackmore Court San Diego, California 92109 Willard E. Johnson 1341 Plum Street San Diego, California 92106
/s/ David L. Parkinson ------------------------------- David L. Parkinson 2 Exhibit T3A-27. /s/ William R. Eldredge -------------------------------- William R. Eldredge /s/ Willard E. Johnson -------------------------------- Willard E. Johnson STATE OF CALIFORNIA) ) ss. COUNTY OF SAN DIEGO) On this 11th day of December, before me, a Notary Public in and for said County and State, residing therein and duly commissioned and sworn, personally appeared DAVID L. PARKINSON, WILLIAM R. ELDREDGE, and WILLARD E. JOHNSON, known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same. /s/ Margaret Warrena Wallace -------------------------------- Margaret Warrena Wallace 3 Exhibit T3A-27. CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION FOR IMPERIAL POWER SERVICES, INC. FRANCIS L. ENOS and SHARON G. PROVINCE certify: 1. That they are the President and the Secretary, respectively, of Imperial Power Services, Inc. a California corporation. 2. That the Board of Directors approved an amendment to the Articles Of Incorporation stating that Article FIFTH is amended to read as follows: "FIFTH: a. The number of Directors of the corporation is four (4). b. The names and addresses of the persons who are appointed as first Directors are:
Name ADDRESS David L. Parkinson 14946 Rancho Antiguo Del Mar, California 92014 William R. Eldredge 2163 Blackmore Court San Diego, California 92109 Willard E. Johnson 1341 Plum Street San Diego, California 92106
3. The amendment herein set forth has been duly approved by written consent of the shareholders holding a majority of the outstanding shares. The Corporation has only one class of shares and the number of outstanding shares is 1,000. /s/ Francis L. Enos ------------------------------- FRANCIS L. ENOS, PRESIDENT /s/ Sharon G. Province ------------------------------- SHARON G. PROVINCE, SECRETARY 4 Exhibit T3A-27. VERIFICATION The undersigned, Francis L. Enos and Sharon C. Province the President and Secretary, respectively, of Imperial Power Services, Inc., each declares under penalty of perjury that the matters set out in the foregoing Certificate are true of his own and her own knowledge. Executed at San Diego, California on July 16. 1985. /s/ Francis L. Enos ------------------------------- FRANCIS L. ENOS, PRESIDENT /s/ Sharon G. Province -------------------------------- SHARON G. PROVINCE, SECRETARY 5 Exhibit T3A-27. CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION The undersigned certify that 1. They are the president and asst. secretary, respectively, of IMPERIAL POWER SERVICES, INC., a California corporation. 2. Article one of the Articles of Incorporation of this corporation is amended to read as follows: First: The name of the Corporation is COVANTA IMPERIAL POWER SERVICES, INC. 3 The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATE: March 12, 2001 /s/ Paul Clements -------------------------------------- Paul Clements, President /s/ Patricia Collins -------------------------------------- Patricia Collins, Assist. Secretary 6