EX-99.T3A43 41 exhibit_t3a-43.txt Exhibit T3A-43. State of New York } ss: Department of State } I hereby certify that the annexed copy has been compared with the original document filed by the Department of State and that the same is a true copy of said original. Witness my hand and seal of the Department of State on FEBRUARY 25, 2004 Secretary of State DOS-200 (Rev. 03/02) 1 Exhibit T3A-43. CERTIFICATE OF INCORPORATION OF OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW * * * * * WE, THE UNDERSIGNED, all of the age of eighteen years or over, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of New York, do hereby certify: FIRST: The name of the corporation is OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. SECOND: The purposes for which it is formed are: To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body, without such consent or approval first being obtained. THIRD: The office of the corporation is to be located in the County of New York, State of New York. FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 100 of the par value of one Dollar each. FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address to which Secretary of State shall 1 Exhibit T3A-43. mail a copy of any process against the corporation served upon him is: c/o C T Corporation System, 1633 Broadway, New York, New York 10019. SIXTH: The name and address of the registered agent which is to be the agent of the corporation upon whom process against it may be served, are C T CORPORATION SYSTEM 1633 Broadway, New York, New York 10019. IN WITNESS WHEREOF we have made and signed this Certificate of Incorporation this 29th day of June A.D. 1989. /s/ THOMAS C. TOTARO ------------------------------------ Thomas C. Totaro 1633 Broadway, New York, New York 10019 2 Exhibit T3A-43. STATE OF NEW YORK ) )SS: COUNTY OF NEW YORK ) On this 29th day of June, l989, before me personally came THOMAS C. TOTARO, to me known, and known to me to be the person described in and who executed the foregoing certificate, and he duly acknowledged to me that he had executed the same. /s/ RICHARD P. BOROVOY -------------------------------------- Richard P. Borovoy Notary Public Richard P. Borovoy Notary Public, State of New York No. 24-4630102 Qualified in Kings County Cert Filed New York County Commission Expires February 28, 1991 1 Exhibit T3A-43. Certificate OF INCORPORATION OF OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW STATE OF NEW YORK DEPARTMENT OF STATE FILED: JUN 30, 1989 AMT. OF CHECK $ 130 FILING FEE $ 100 TAX $ 10 COUNTY FEE $ COPYS $ 10 CERT $ REFUND $ SPEC HANDLES 10 BY:
Legal Department Ogden Corporation Attn: Ellen Entriken, L.A. 2 Pennsylvania Avenue New York, NY 10121 1 Exhibit T3A-43. State of New York } ss: Department of State } I hereby certify that the annexed copy has been compared with the original document filed by the Department of State and that the same is a true copy of said original. Witness my hand and seal of the Department of State on FEBRUARY 25, 2004 Secretary of State 1 Exhibit T3A-43. CERTIFICATE OF CHANGE OF OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. (Under Section 805-A of the Business Corporation Law) FIRST: The name of the corporation is OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. SECOND: The certificate of Incorporation of the, corporation was filed by the Department of State on JUNE 30, 1989. THIRD: The certificate of incorporation of the corporation is hereby changed, pursuant to the authorization of the Board of Directors of the corporation, so as to change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him and to change the designation of registered agent. To accomplish said changes: (a) The following statement of said post office address to which the Secretary of State shall mail a copy of process is substituted: "The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is do The Prentice-Hall Corporation System, Inc., 500 Central Avenue, Albany, New York 12206-2290." (b) The following statement of designation of registered agent is substituted: "The name and address of the registered agent of the corporation are The Prentice-Hall Corporation System, Inc., 500 Central Avenue, Albany, New York 12206-2290. Said registered agent is to be the registered agent upon which process against the corporation may be served." 1 Exhibit T3A-43. IN WITNESS WHEREOF, we have subscribed this document on the date hereinafter set forth and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct. Dated: February 29, 1996 Name of Signer: /s/ ------------------------------------ Jeffrey R. Horowitz, Vice President Name of Signer: /s/ ------------------------------------ Timothy J. Simpson Assistant Secretary 1 Exhibit T3A-43. CERTIFICATE OF CHANGE OF OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. (Section 805-A of the Business Corporation Law) Filer: Ogden Projects, Inc. 40 Lane Road Fairfield, NJ-7007-2615 STATE OF NEW YORK DEPARTMENT OF STATE FILED: MAR 29, 1996 TAX $____________________ BY:______________________ 1 Exhibit T3A-43. State of New York } ss: Department of State } I hereby certify that the annexed copy has been compared with the original document filed by the Department of State and that the same is a true copy of said original. Witness my hand and seal of the Department of State on FEBRUARY 25, 2004 Secretary of State 1 Exhibit T3A-43. Certificate of Change of OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. (Under Section 805-A of the Business Corporation Law) FIRST: The name of the corporation (the "Corporation") is OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. SECOND: The certificate of incorporation of the corporation was filed by the Department of State on 06-30-1989 THIRD: The certificate of incorporation of the corporation is hereby changed, so as to change the post office address to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon said Secretary of State and to change the address of the registered agent; and to accomplish said changes, the statements in the certificate of incorporation relating to said post office address and the designation of registered agent are hereby stricken and the following statements are substituted in lieu thereof: "The post office address within the State of New York to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon him is c/o THE PRENTICE-HALL CORPORATION SYSTEM, INC. 80 State Street, Albany, New York 12201" "The name and the address of the registered agent of the corporation are THE PRENTICE-HALL CORPORATION SYSTEM, INC. 80 State Street, Albany, New York 12207. Said registered agent is to be the agent upon which process against the corporation may be served." FOURTH: A notice of the proposed changes was mailed by the undersigned to the corporation not less than 30 days prior to the date of the delivery of this certificate to the Department of State the corporation has not objected thereto. The person signing this certificate is the agent of the corporation to whose address the Secretary of State of New York is required to mail copies of process and the registered agent of the corporation. 1 Exhibit T3A-43. IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct. Date: March 3, 1997 THE PRENTICE-HALL CORPORATION SYSTEM. INC. /s/ William G. Popeo -------------------------------- William G. Popeo, Vice President /s/ John H. Pelletier ---------------------------------- John H. Pelletier, Asst. Secretary 2 Exhibit T3A-43. CERTIFICATE OF CHANGE of OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. (Under Section 805-A of the Business Corporation Law) STATE OF NEW YORK DEPARTMENT OF STATE FILED: JUL 05, 1997 TAX $________________ BY:__________________ Anne Grigorakos THE PRENTICE-HALL CORPORATION SYSTEM, INC 375 Hudson Street, 11th Floor New York, New York 10014 3 Exhibit T3A-43. State of New York } ss: Department of State } I hereby certify that the annexed copy has been compared with the original document filed by the Department of State and that the same is a true copy of said original. Witness my hand and seal of the Department of State on FEBRUARY 25, 2004 Secretary of State 1 Exhibit T3A-43. Certificate of Amendment of the Certificate of Incorporation of OGDEN MARTIN SYSTEMS OF ONONDAGA, INC. Under Section 805 of the Business Corporation Law FIRST: The name of the corporation is Ogden Martin Systems of Onondaga, Inc. SECOND: Certificate of Incorporation was filed with the Secretary of State of New York on June 30th, 1989. THIRD: The Certificate of Incorporation is amended to change the name of the FOURTH: To accomplish the foregoing amendment, Article First of the Certificate of Incorporation relating to name is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof: FIRST: The name of the corporation is Covanta Onondaga, Inc. FIFTH: The manner in which the foregoing amendment of the certificate of incorporation was authorized is as follows: By vote of the Board of Directors followed by a vote of the shareholders of all outstanding shares. IN WITNESS WHEREOF, I have subscribed this document on March 12, 2001 and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by us and are true and correct /s/ Patricia Collins ----------------------------------- Name: Patricia Collins Title: Asst. Secretary 1 Exhibit T3A-43. -------------------------------------------------------------------------------- CERTIFICATE OF AMENDMENT OF OGDEN MARTIN SYSTEMS OF ONODAGA, INC. Under Section 805 of the Business Corporation Law -------------------------------------------------------------------------------- FILED BY: Peter Kaiser, Legal Assistant LEBOEUF LAMB GREENE & MACRAE L.L.P. 125 West 55th Street New York, NY 10019-5389 Cust. Ref#077498DAV GIR DRAWDOWN 1