EX-99.T3A63 181 exhibit_t3a-63.txt Exhibit T3a-63 Delaware The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "COVANTA WATER SYSTEMS, INC." AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF JANUARY, A.D. 1994, AT 3 O'CLOCK P.M. CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SIXTH DAY OF FEBRUARY, A.D. 1996, AT 9 O'CLOCK A.M. CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "OGDEN WATER SYSTEMS, INC." TO "COVANTA WATER SYSTEMS, INC.", FILED THE FOURTEENTH DAY OF MARCH, A.D. 2001, AT 9 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE EIGHTH DAY OF JUNE, A. D. 2001, AT 9 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State 2373409 8100H AUTHENTICATION: 2951841 040135936 DATE: 02-25-04 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 1/27/1994 944008565 - 2373409 CERTIFICATE OF INCORPORATION OF OGDEN WATER SYSTEMS, INC. 1. The name of the corporation is: OGDEN WATER SYSTEMS, INC. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is One Hundred (100) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Hundred Dollars ($100.00). 5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot. 6. The name and mailing address of the incorporator is: M. A. Brzoska Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 27th day of January, 1994. /s/ M. A. Brzoska M. A. Brzoska CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is OGDEN WATER SYSTEMS, INC. 2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle. 3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed. 4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors. Signed on January 15, 1996. /s/ Authorized Officer STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 02/06/1996 960034696 -- 2373409 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF OGDEN WATER SYSTEMS, INC. It is hereby certified that: 1. The name of the corporation (hereinafter the "corporation") is Ogden Water Systems, Inc. 2. The certificate of incorporation of the corporation is hereby amended by striking out Article One thereof and by substituting in lieu of said Article the following new Article: Article One: The name of the corporation (hereinafter called the "corporation") is Covanta Water Systems, Inc. 3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provision of Section 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, I have duly executed this certificate of amendment this 14th day of March 2001. /s/ Patricia Collins Name: Patricia Collins Title: Asst. Secretary STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 9:00 AM 03/14/2001 010126590 - 2373409 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 9:00 AM 06/08/2001 010278719 - 2373409 CERTIFICATE OF OWNERSHIP AND MERGER OF Yorkshire USA, Inc. (Delaware corporations) INTO Covanta Water Systems, Inc. (a Delaware corporation) It is hereby certified that: 1. Covanta Water Systems, Inc. hereinafter sometimes referred to as the "Corporation" is a business corporation of the State of Delaware. 2. The Corporation is the owner of all of the outstanding shares of each class of the stock of Yorkshire USA, Inc., which is also a business corporation of the State of Delaware. 3. On April 30, 2001, the Board of Directors of the Corporation adopted the following resolutions to merge Yorkshire USA, Inc. into the Corporation RESOLVED that Yorkshire USA. Inc. be merged into this Corporation, and that all of the estate, property, rights, privileges, powers and franchises of Yorkshire USA, Inc. be vested in and held and enjoyed by this Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by Yorkshire USA, Inc. in its name. RESOLVED that this Corporation shall assume all of the obligations of Yorkshire USA, Inc. RESOLVED that this Corporation shall cause to be executed and filed and or recorded the documents prescribed by the laws of the State of Delaware and by the laws of any other appropriate jurisdiction and will cause to be performed all necessary acts within the State of Delaware and within any other appropriate jurisdiction. RESOLVED that the effective time of the Certificate of Ownership and Merger setting forth a copy of these resolutions, and the time when the merger therein provided for, shall become effective shall be upon filing. Executed on June 8, 2001 Covanta Water Systems, Inc. By: c/s Jeffrey R. Horowitz Jeffrey R. Horowitz, Secretary