EX-99.T3A60 53 exhibit_t3a-60.txt Exhibit T3A-60. STATEMENT OF INCORPORATORS IN LIEU OF ORGANIZATION MEETING OF OGDEN WALLINGFORD 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 6, 1988. /s/BARBARA A. DAWSON -------------------------------- Barbara A. Dawson, Incorporator /s/JOAN BRUNSON -------------------------------- Joan Brunson, Incorporator /s/GIOVANNA DeCANDIA -------------------------------- Giovanna DeCandia, Incorporator Exhibit T3A-60. SECRETARY OF THE STATE 30 TRINITY STREET P.O. BOX 150470 HARTFORD, CT 06115-0470 MARCH 15,2001 INTERCOUNTY CLEARANCE CORPORATION 57 PRATT ST., SUITE 410 HARTFORD, CT 06103 RE: Acceptance of Business Filing This letter is to confirm the acceptance of a filing for the following business: OGDEN WALLINGFORD ASSOCIATES, INC. Work Order Number: 2001045220-001 Business Filing Number: 0002227064 Type of Request: CERTIFICATE OF AMENDMENT File Date/Time: MAR 15 2001 09:12 AM Effective Date/Time: MAR 15 2001 09:12 AM Work Order Payment Received: 75.00 Payment Received: Account Balance: Customer Id: 000 Business Id: 0222936 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. MARK MATTIOLI Commercial Recording Division 860-509-6003 BUSINESS FILING REPORT WORK ORDER NUMBER:2001045220-001 BUSINESS FILINGNUMBER: 0002227064 BUSINESS NAME: CONVANTA WALLINGFORD ASSOCIATES, INC. BUSINESS LOCATION: NONE MAILING ADDRESS: PRENTICE HALL CORPORATION SYSTEM, INC. 30 HIGH STREET HARTFORD,CT 06103 * * END OF REPORT * * 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 #0002227064 PG 01 OF 02 VOL B-00397 FILED 03/15/2001 09:12 AM PAGE 00698 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE 1. NAME OF CORPORATION: Ogden Wallingford 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 Wallingford Associates, Inc." (PLEASE REFERENCE AN 8 1/2 X 11 ATTACHMENT IF ADDITIONAL SPACE IS NEEDED) SPACE FOR OFFICE USE ONLY FILING *0002227064 PG 01 OF 02 VOL B-00397 FILED 03/15/2001 09:12 AN PAGE 00698 - 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) _______ 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, 20, 2004 Patricia Collins Asst. Secretary /s/ Patricia Collins ------------------------------- --------------------- -------------------- PRINT OR TYPE NAME OF SIGNATORY CAPACITY OF SIGNATORY SIGNATURE