EX-99.T3A34 33 exhibit_t3a-34.txt Exhibit T3A-34. ARTICLES OF AMENDMENT ______________________________________ (1) (2) ____________________________________________________________________________ a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that (3) The charter of the corporation is hereby amended as follows The amendment of the charter of the corporation has been approved by (4) shareholders and directors _________________________________________________________________ We the undersigned President and Secretary swear under penalties of perjury that the foregoing is a corporate act. (5)/s/ Patricia M. Collins (5)/s/ Scott G. Macklin ------------------------------------- ------------------------------ Asst. Secretary, Patricia M. Collins President, Scott G. Mackin (6) Corporation Service Company ------------------------------------ Attn: Elva Shipkowski 2711 Centerville Road Suite 400 Wilmington, DE 19808 DOCUMENT CODE 9A BUSINESS CODE _______ # D2905776 STATE OF MARYLAND DEPT OF ASSESSMENTS AND TAXATION CUST ID : 0000610772 WORK ORDER: 0000436545 DATE: 04-05-2001 01:53 PM AMT. PAID: $97.00 Close ___ Stock ___ Nonstoc ___ P.A. ____ Religious ___ Merging (Transferor) ________ Surviving (Transferee)______________________ _____________________________ ____________________________________________ _____________________________ ____________________________________________ _____________________________ ____________________________________________ FEES REMITTED Base Fee: 20 (New Name) Covanta Org. & Cap Fee:_______ Montgomery, Inc. Expedite Fee: 70 _____________________________________ Penalty:_______ _____________________________________ State Recordation Tax:_______ State Transfer Tax:_______ ICC Certified Copies: [X] Change of Name ______ Copy Fee: 7 ______ Change of Principal Office _________Certificates: ______ Change of Resident Agent Certificate Fee:____________ ______ Change of Resident Agent Address Other:____________ ______ Resignation of Resident Agent TOTAL FEES: 97 ______ Designation of Resident Agent and Resident Agent's Address ______ Change of Business Code ____________________________ Credit Card___ Check [X] Cash___ ___ Adoption of Assumed Name --- 1 Documents on 3 Checks ______________________ ______________________ ______________________ APPROVED BY: JP ______ Other Change(s) 2 ______________________ ______________________ KEYED BY: PA CODE 604 COMMENT(S): ATTENTION:___________________________ MAIL TO ADDRESS:_____________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ CHANGE OF RESIDENT AGENT & ADDRESS AND PRINCIPAL OFFICE OF OGDEN MARTIN SYSTEMS OF MONTGOMERY INC. APPROVED AND RECEIVED FOR RECORD BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND FEBRUARY 23, 1996 AT 2:56 O'CLOCK P.M. AS IN CONFORMITY WITH LAW AND ORDERED RECORDED. ORGANIZATION AND RECORDING SPECIAL CAPITALIZATION FEE PAID FEE PAID FEE PAID $_____________________ $ 10.00 $______________ D2905776 IT IS HEREBY CERTIFIED, THAT THE WITHIN INSTRUMENT, TOGETHER WITH ALL INDORSEMENTS THEREON, HAS BEEN RECEIVED, APPROVED AND RECORDED BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND. THE PRENTICE-HALL CORPORATION 3 SYSTEM, MARYLAND 11 E. CHASE ST. BALTIMORE MD 21202 16703091391 4 DOMESTIC CORPORATION NOTICE OF CHANGE OF PRINCIPAL OFFICE AND RESIDENT AGENT State Department of Assessments and Taxation Baltimore, Maryland Pursuant to the provisions of Section 2-108 of the Maryland General Corporation Law, the undersigned Maryland corporation hereby notifies the State Department of Assessments and Taxation of Maryland: (1) That under resolution adopted by the Board of Directors of the corporation on , 19 , a certified copy of which is filed herewith, the resident agent of the corporation in the State of Maryland has been changed to The Prentice-Hall Corporation System, Maryland, whose post office address is 11 East Chase Street, Baltimore, Maryland 21202. The resident agent so designated is a corporation of the State of Maryland. (2) That under resolution adopted by the Board of Directors of the corporation on , 19 , a certified copy of which is filed herewith, the principal office of the corporation in the State of Maryland has been changed from 32 South Street, Baltimore, Maryland to 11 East Chase Street, c/o The Prentice-Hall Corporation System, Maryland, Baltimore, Maryland 21202. [name of corporation] OGDEN MARTIN SYSTEMS OF MONTGOMERY, INC. By /s/ --------------------------- (Vice) President Dated: 1/15/1996 The undersigned, being the duly elected and acting Secretary of OGDEN MARTIN SYSTEMS OF MONTGOMERY, INC. hereby certifies that at a meting of the Board of Directors duly called and held on , 19 , the following resolutions were duty adopted and are now in full force and effect. MD BC D-:COA NOTICE OF CHANGE 01/93-2 5 "RESOLVED, that The Prentice-Hall Corporation System, Maryland, 11 East Chase Street, Baltimore, Maryland 21202 be and it hereby is designated as Resident Agent of the corporation in lieu of THE CORPORATION TRUST INCORPO and that the proper officer of the corporation is authorized to file a Notice to that effect. "FURTHER RESOLVED, that the principal office of the corporation in the State of Maryland be and it is hereby changed to 11 East Chase Street, c/o The Prentice-Hall Corporation System, Maryland, Baltimore, Maryland 21202 and that the proper officer of the corporation is authorized to file a Notice to that effect." WITNESS my hand and the seal of the corporation this 15th day of January, 1996. (CORPORATE SEAL) /s/ -------------------------- Secretary MD BC D-:COA NOTICE OF CHANGE 01/93-2 6 ARTICLES OF INCORPORATION OF OGDEN MARTIN SYSTEMS OF MONTGOMERY, INC. APPROVED AND RECEIVED FOR RECORD BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND NOVEMBER 20, 1989 AT 10:42 O'CLOCK A.M. AS IN CONFORMITY WITH LAW AND ORDERED RECORDED ORGANIZATION AND RECORDING SPECIAL CAPITALIZATION FEE PAID FEE PAID FEE PAID $20.00 $ 20.00 $_______ D2905776 TO THE CLERK OF THE COURT OF BALTIMORE CITY IT IS HEREBY CERTIFIED, THAT THE WITHIN INSTRUMENT, TOGETHER WITH ALL INDORSEMENTS THEREON, HAS BEEN RECEIVED, APPROVED AND RECORDED BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND. RETURN TO: THE CORPORATION TRUST INCORPORATED 32 SOUTH STREET BALTIMORE MD 21202 10103031950 7 ARTICLES OF INCORPORATION OF OGDEN MARTIN SYSTEMS OF MONTGOMERY, INC. ****** WE, THE UNDERSIGNED, GARY D. SHERMAN, whose post-office address is 1633 Broadway, New York, New York 10019, MEL C. MARAVILLA, whose post-office address is 1633 Broadway, New York, New York 10019, and MARISTELA OLIVA, whose post-office address is 1633 Broadway, New York, New York 10019, each being at least eighteen years of age, do, under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, associate ourselves as incorporators with the intention of forming a corporation. FIRST: The name of the corporation is OGDEN MARTIN SYSTEMS OF MONTGOMERY, INC. SECOND: The purposes for which the corporation is formed are: To engage in any or all lawful business for which corporations may be organized under the Maryland General Corporation Law. THIRD: The post-office address of the principal office of the corporation in this State is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202. The name of the resident agent of the corporation in this State is 8 The Corporation Trust Incorporated, a corporation of this State, and the post-office address of the resident agent is 32 South Street, Baltimore, Maryland 21202. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) shares, all of one class, of the par value of One Dollar ($1.00) each and of the aggregate par value of One Hundred Dollars ($100.00) FIFTH: The number of directors of the corporation shall be five (5), which may be changed in accordance with the by-laws of the corporation. The names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualify are: RALPH B. ABLON, ROBERT M. DiGIA, SCOTT G. MACKIN, MARIA P. MONET and DAVID L. SOKOL. SIXTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the corporation and of the directors and stockholders: No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase, or receive any part of any new or additional issue of shares of stock of any class or of securities, convertible into shares of stock of any class, whether now or hereafter authorized or name of the resident agent of the corporation in this State is The Corporation Trust Incorporated, a corporation of this State, and 9 the post-office address of the resident agent is 32 South Street, Baltimore, Maryland 21202. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) shares, all of one class, of the par value of One Dollar ($1.00) each and of the aggregate par value of One Hundred Dollars ($100.00) FIFTH: The number of directors of the corporation shall be five (5), which may be changed in accordance with the by-laws of the corporation. The names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualify are: RALPH B. ABLON, ROBERT M. DiGIA, SCOTT G. MACKIN, MARIA P. MONET and DAVID L. SOKOL. SIXTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the corporation and of the directors and stockholders: No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now or hereafter authorized or whether issued for money, by way of dividend. Notwithstanding any provision of law requiring a greater proportion than a majority of the votes of all classes 10 or of any class of stock entitled to be cast, to take or authorize any action, the corporation may take or authorize such action upon the concurrence of a majority of the aggregate number of votes entitled to be cast thereon. The corporation reserves the right from time to time make any amendment of its charter, now or hereafter authorized law, including any amendment which alters the contract rights, expressly set forth in its charter, of any outstanding stock. SEVENTH: The duration of the corporation shall be perpetual. IN WITNESS WHEREOF, the undersigned incorporators of OGDEN MARTIN SYSTEMS OF MONTGOMERY, INC. who executed the foregoing Articles of Incorporation hereby acknowledge the same to be their act and further acknowledge that, to the best of their knowledge the matters and facts set forth therein are true in all material respects under the penalties of perjury. Dated the 14th day of November, 1989. /s/ Gary D. Sherman ------------------------------------- Gary D. Sherman /s/ Mel C. Maravilla ------------------------------------- Mel C. Maravilla /s/ Maristela Oliva ------------------------------------- Maristela Oliva 11 CONSENT TO USE OF NAME OGDEN MARTIN SYSTEMS, INC. , a corporation organized under the laws of the State of Delaware/and qualified in Maryland , hereby consents to the organization of Ogden Martin Systems of Montgomery, Inc. in the State of Maryland. IN WITNESS WHEREOF, the said Ogden Martin Systems, Inc. has caused this consent to be executed by its Vice president and attested under its corporate seal by its Assistant secretary, this 17th day of November, 1989. OGDEN MARTIN SYSTEMS, INC. By /s/ Robert M. DiGia ---------------------------------- Robert M. DiGia, Vice President Attest: /s/ J.L. Effinger ------------------------------------ J.L. Effinger, Assistant Secretary (SEAL) 12