EX-99.T3A45 43 exhibit_t3a-45.txt Exibit T3A-45 OPW ASSOCIATES, INC. CORPORATE RECORDS CONNECTICUT 1988 STATEMENT OF INCORPORATORS IN LIEU OF ORGANIZATION MEETING OF OPW ASSOCIATES, INC. * * * * * The Certificate of Incorporation of this corporation having been filed in the office of the Secretary of State, the undersigned, being all of the incorporators named in said certificate, do hereby state that the following actions were taken on this day for the purpose of organizing this corporation: 1. By-laws for the regulation of the affairs of the corporation were adopted by the undersigned incorporators and were ordered inserted in the minute book immediately following the copy of the Certificate of Incorporation and before this instrument. 2. The following persons were elected as directors to hold office until the first annual meeting of stockholders or until their respective successors are elected and qualified: RALPH E. ABLON, ROBERT M. DiGIA, SCOTT G. MACKIN, MARIA P. MONET and DAVID L. SOKOL. 3. The Board of Directors was authorized, in its discretion, to issue the shares of the capital stock of this corporation to the full amount or number of shares authorized by the Certificate of Incorporation, in such amounts and for such considerations as from time to time shall be determined by the Board of Directors and as may be permitted by law. Dated, October 11, 1988 /s/ Barbara A. Dawson Barbara A. Dawson, Incorporator /s/ Maryanne R. Behan Maryanne R. Behan, Incorporator /s/ Giovanna DeCandia Giovanna DeCandia, Incorporator SECRETARY OF THE STATE 30 TRINITY STREET P.O. BOX 150470 HARTFORD, CT 06115-0470 FEBRUARY 7, 1996 CSC NETWORKS/PRENTICE HALL 30 HIGH STREET HARTFORD, CT 06103 RE: Acceptance of Business Filing This letter is to confirm the acceptance of a filing for the following business: OPW ASSOCIATES, INC. Work Order Number: 1996018513-004 Business Filing Number: 0001587755 Type of Request: CHANGE OF AGENT FOR SERVICE OF PROCESS Date Accepted: FEB 06 1996 Time Accepted: 01:33 PM Work Order Payment Received: 400.00 Payment Received: 50.00 Business Id: 0223117 If applicable for this type of request, a summary of the business information we have on record is enclosed. If you would like copies of this filing you must complete a Request for Corporate Copies and submit it with the appropriate fee. Commercial Recording Division LISA NEMETH BUSINESS INFORMATION VERIFICATION REPORT WORK ORDER NUMBER: 1996018513-004 BUSINESS NAME SUBMITTED: OPW ASSOCIATES, INC. AGENT NAME ON RECORD: PRENTICE-HALL CORPORATION SYSTEM, INC. THE AGENT ADDRESS ON RECORD: 30 HIGH STREET HARTFORD, CT 06103 AGENT TYPE ON RECORD: BUSINESS ** END OF REPORT ** APPOINTMENT OF STATUTORY AGENT FOR SERVICE DOMESTIC CORPORATION 61-6 Rev. 6/88 Secretary of the State State of Connecticut Name of Corporation: OPW ASSOCIATES, INC. Complete All Blanks The above corporation appoints as its statutory agent for service, one of the following: Name of Natural Person Who Is Resident of Connecticut Business Address Zip Code Business Address Zip Code Name of Connecticut Corporation Address of Principal Office in Conn. (If none, enter address of appointee's statutory agent for service) Name of Corporation Address of Principal Office in Conn. (Not organized under the Laws of Conn.*) (If none, enter "Secretary of State of Conn.") The Prentice-Hall Corporation System, Inc. 30 High Street Hartford, Connecticut 06103 *Which has procured a Certificate of Authority to transact business or conduct affairs in this state. AUTHORIZATION Name of Incorporator (Print or Type) Signed (Incorporator) Date Original Appointment (Must be Signed by a majority of Incorporators) Name of Incorporator (Print or Type) Signed (Incorporator) Name of Incorporator (Print or Type) Signed (Incorporator) Subsequent Appointment Name of President, Vice President or Secretary Date /s/ Pat Collins 1/15/96 Signed (President, or Vice President or Secretary) V-P Acceptance: Name of Statutory Agent for Service (Print or Type) Signed (Statutory Agent for Service) The Prentice-Hall Corporation System, Inc. By: Vicki Schreiber Asst Vice President For Official Use Only Res; CC:: Please provide filer's name and complete address for mailing receipt
CERTIFICATE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH (FOR USE BY DOMESTIC AND FOREIGN. PROFIT AND NON-PROFIT CORPORATIONS) CORPORATION NAME OPW ASSOCIATES, INC. STATE OF ORIGINAL INCORPORATION CONNECTICUT IMPORTANT - INCLUDE INFORMATION ON BOTH THE PRIOR AND NEW AGENT PRIOR AGENT NEW AGENT The Prentice-Hall Corporation System, NAME THE CORPORATION TRUST COMPANY NAME New Jersey, Inc. PRIOR AGENT NEW AGENT STREET ADDRESS 820 BEAR TAVERN ROAD STREET ADDRESS 830 Bear Tavern Road CITY WEST TRENTON STATE NJ ZIP 08628 CITY West Trenton STATE NJ ZIP 08628 The corporation states that the address of its new registered office and the address of its new registered agent are identical. Further, the changes designated on this form were authorized by resolution duly adopted by its board of directors or members. By /s/ Pat Title Collins V-P (Signature of Officer) (Print or Type) Date 1/15/96 NOTE - This form must be executed by the chairman of the board, or the president, or vice president of the corporation. FEES: Change of Agent Name - $10.00 Change of Agent Address - $10.00 Change of Both - $10,00 MAKE CHECKS PAYABLE TO THE SECRETARY OF STATE (NO CASH PLEASE) FOR OFFICIAL USE ONLY IMPORTANT NOTICE The failure of the corporation to notify the Secretary of State of a change in the registered agent or registered office will result in a penalty of $200.00 and the entering of a docketed judgement against the corporation in the Superior Court of New Jersey.
CONFIRMATION OF STATE OF CONNECTICUT AND RECEIPT OF FEES Office Of The Secretary Of The State 81-304 REV 8-83 30 TRINITY STREET, HARTFORD, CONNECTICUT 06106 NAME OF CORPORATION OPW ASSOCIATES, INC. DOCUMENT FILED FILING DATE TOTAL FEES PAID CERTIFICATE OF INCORPORATION 11/OCT/1988 $155.00 The information shown above pertains to documents filed in this office on account of the corporation indicated. The Filing date is the date endorsed on the document pursuant to Section 33-285 or 33-422 of the Connecticut General Statutes. Any questions regarding this filing should be addressed to: Corporations Division, Secretary Of The State's Office, 30 Trinity Street, Hartford, Connecticut 06106 CT CORPORATION SYSTEM ONE COMMERCIAL PLAZA HARTFORD CT 06103 CERTIFICATE OF INCORPORATION For office use only STOCK CORPORATION 61-5 REV. 10-69 ACCOUNT NO. INITIALS STATE OF CONNECTICUT SECRETARY OF THE STATE The undersigned incorporator(s) hereby form(s) a corporation under the Stock Corporation Act of the State of Connecticut: 1. The name of the corporation is OPW ASSOCIATES, INC. 2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, are as follows: To engage in any lawful act or activity for which corporations may be formed under the Connecticut Stock Corporation Act. STATE OF CONNECTICUT ) ) SS. HARTFORD OFFICE OF THE SECRETARY OF THE STATE) I hereby certify that this is a true copy of record In this Office In Testimony whereof, I have hereunto set my hand and affixed The Seal of said State, at Hartford, this 12th day of October, A.D. 1988 SECRETARY OF THE STATE (Continued) The designation of each class of shares, the authorized number of shares of each such class, and the par value (if any) of each share thereof, are as follows: Common 100 $1.00 The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as follows: N/A The minimum amount of stated capital with which the corporation shall commence business is One thousand ($1,000.00) Dollars. (Not less than one thousand dollars) Other provisions Dated at New York, New York this 10th day of October , 1988 at of We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. This certificate of incorporation must be signed by one or more incorporators. NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type) 1. /s/ Barbara A. Dawson 2. Maryanne R. Behan 3. Giovanna De Candia SIGNED (Incorporator) SIGNED (Incorporator) SIGNED (Incorporator) 1. Barbara A. Dawson 2. /s/ Maryanne R. Behan 3. /s/ Giovanna De Candia NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type) 4. 5. 6. SIGNED (Incorporator) SIGNED (Incorporator) SIGNED (Incorporator) 4. 5. 6. FRANCHISE FEE FILING FEE CERTIFICATION FEE TOTAL FEE $ 50 $ 30 $ 15 $ 155 SIGNED (For Secretary of the State) CERTIFIED COPY SENT ON (Date) INITIALS TO CARD LIST PROOF
CERTIFICATE OF AMENDMENT STOCK CORPORATION Office of the Secretary of the State 30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 /Rev. 12/1999 Space For Office Use Only FILING #0002235986 PG 01 OF 02 VOL B-00401 FILED 04/03/2001 03:20 PM PAGE 02303 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE 1. NAME OF CORPORATION: OPW Associates, Inc. 2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.): X A. AMENDED. _____ _____ B. AMENDED AND RESTATED. _____ C. RESTATED. 3. TEXT OF EACH AMENDMENT/RESTATEMENT: Article First is amended to read: "First: The name of the corporation is Covanta OPW Associates, Inc." (Please reference an 81/2x 11 attachment if additional space is needed) Space For Office Use Only FILING #0002235986 PG 02 OF 02 VOL B-00401 FILED 04/03/2001 03:20 PM PAGE 02304 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE 4. VOTE INFORMATION (check A., B. or C.): X A. The resolution was approved by shareholders as follows: _____ (set forth all voting information required by Conn. Gen. Stat. Section 33-800 as amended in the space provided below) Unanimous consent by the stockholders. _____B. The amendment was adopted by the board of directors without shareholder action. No shareholder vote was required for adoption. _____C. The amendment was adopted by the incorporators without shareholder action. No shareholder vote was required for adoption. 5. EXECUTION: Dated this 12th day of March, 2001 Patricia Collins Asst. Secretary /s/ Patricia Collins Print or type name Capacity of signatory Signature of signatory