EX-99.T3A81 72 exhibit_t3a-81.txt Exhibit T3A-81 ARTICLES OF AMENDMENT OF OGDEN MARTIN SYSTEMS OF ALEXANDRIA/ARLINGTON. INC. To the State Corporation Commission Commonwealth of Virginia The following Articles of Amendment are hereby submitted pursuant to the provisions of the Virginia Stock Corporation Act on behalf of the corporation hereinafter named. 1. The name of the corporation is OGDEN MARTIN SYSTEMS OF ALEXANDRIA/ARLINGTON, INC. 2. Article First of the Articles of Incorporation of the corporation is hereby amended to read as follows: The corporate name for the corporation is COVANTA ALEXANDRIA/ARLINGTON. INC. 3. The date of adoption of the amendment herein provided for was February 28. 2001. 4. The amendment herein provided for was adopted by unanimous consent of all of the shareholders of the corporation. The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the amendment herein provided for are as follows: DESIGNATION NUMBER OF NUMBER OF VOTES OUTSTANDING SHARES The total number of votes cast for and against the amendment herein provided for by each voting group entitled to vote separately on the said amendment is as follows: DESIGNATION NUMBER OF VOTES NUMBER OF VOTES CAST FOR AMENDMENT CAST AGAINST AMENDMENT The number of votes cast for the amendment herein provided for by each said voting group was sufficient for approval by that voting group. Executed on March 10, 2001 COVANTA ALEXANDRIA/ARLINGTON, INC. /s/ ---------------------------------- Name Title 2 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION March 22. 2001 The State Corporation Commission has found the accompanying articles submitted on behalf of COVANTA ALEXANDRIA/ARLINGTON, INC. (formerly OGDEN MARTIN SYSTEMS OF ALEXANDRIA/ARLINGTON, INC.) to comply with the requirements of law, and confirms payment of all related fees Therefore, it is ORDERED that this CERTIFICATE OF AMENDMENT be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective March 22, 2001, at 03:49 PM. The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law. STATE CORPORATION COMMISSION By /s/ ----------------------------- Commissioner 3 ARTICLES OF AMENDMENT OF ALEXANDRIA/ARLINGTON RESOURCE RECOVERY CORPORATION Pursuant to the provisions of Section 13.1-58 of the Virginia Stock Corporation Act, the undersigned corporation executes the following Articles of Amendment to its Articles of Incorporation: 1. The name of the corporation prior to this amendment is Alexandria/Arlington Resource Recovery Corporation. 2. The following amendment of the articles of Incorporation was adopted by the sole stockholder on October 1985: The First article of the Articles of Incorporation of the Corporation is amended to read as follows: "First: The name of the corporation (which is hereinafter referred to as the "Corporation") is: Ogden Martin Systems of Alexandria/Arlington, Inc." 3. On October 22, 1985 the Board of Directors of the Corporation found the amendment to the Articles of Incorporation to be in the best interest of the Corporation, adopted the amendment, and directed that the amendment be submitted to a vote by the sole stockholder of the Corporation. On October 9, 1985, the sole stockholder adopted the amendment to the Articles of Incorporation in an action without a meeting. 4 4. The total number of shares which, at the time of adoption of the amendment, were outstanding, was 1,000; entitled to vote thereon, 1,000; voted for amendment, 1,000; voted against the amendment, 0. ALEXANDRIA/ARLINGTON RESOURCE RECOVERY CORPORATION /s/ -------------------------------- Executive Vice President /s/ Bruce W. Stone -------------------------------- Secretary 5 261064 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION RICHMOND, October 31, 1985 The accompanying articles having been delivered to the State Corporation Commission on behalf of OGDEN MARTIN SYSTEMS OF ALEXANDRIA/ARLINGTON, INC. (formerly ALEXANDRIA/ARLINGTON RESOURCE RECOVERY CORPORATION) and the Commission having found that the articles comply with the requirements of law and that all required fees have been paid, it is ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order, together with the articles, be admitted to record in the office of the Commission; and that the corporation have the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law. STATE CORPORATION COMMISSION By /s/ Elizabeth B. Lacy ----------------------------- Commissioner 6 ARTICLES OF INCORPORATION OF ALEXANDRIA/ARLINGTON RESOURCE RECOVERY CORPORATION FIRST: The name of the corporation (which is hereinafter referred to as the "Corporation") is: Alexandria/Arlington Resource Recovery Corporation SECOND: The period of the duration of the Corporation shall be perpetual. THIRD: The post office address of the initial registered office of the Corporation in Virginia is 5511 Staples Mill Road, Richmond, County of Henrico, Virginia 23228 and the name of its registered agent at such address is Edward R. Parker, Esq., a resident of the Commonwealth of Virginia and a member of the Virginia State Bar. FOURTH: The aggregate number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock with a par value of One Dollar ($1.00) per share. FIFTH: The number of Directors constituting the initial Board of Directors of the Corporation is five (5) and the names and addresses of the persons who are to serve as the initial Directors until the first annual meeting of the shareholders or until these successors are duly elected and shall qualify are: A. James Clark Lawrence C. Nussdorf 4930 Del Ray Avenue 4930 Del Ray Avenue Bethesda, Maryland 20814 Bethesda, Maryland 20814 A.S. McGaughan, Jr. Joseph M. Kenith 4930 Del Ray Avenue 2200 Century Parkway, N.E. Bethesda, Maryland 20814 Atlanta, Georgia 30345 W. Dennis Carroll 2200 Century Parkway, N.E. Atlanta, Georgia 30345 SIXTH: The purposes for which the Corporation is formed are: 7 To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Virginia Stock Corporation Act. SEVENTH: The following provision is hereby adopted for the purpose of defining the preemptive rights of the stockholders: No holder of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for, purchase or receive any shares of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares or any rights to subscribe to or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time or from time to time be issued, sold or offered for sale by the Corporation; provided, however, that in connection with the issuance or sale of any such shares or securities, the Board of Directors of the Corporation may, in its sole discretion, offer such shares or securities, or any part thereof, for purchase or subscription by the holders of shares of the Corporation, except as may otherwise be provided by the Articles of Incorporation of the Corporation as from time to time amended. EIGHTH: The name and address of the Incorporator is: Coralyn G. Mann 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 Dated: September 6, 1984 /s/ Coralyn G. Mann -------------------------------- Coralyn G. Mann 8 261064 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION RICHMOND, September 13, 1984 The accompanying articles having been delivered to the State Corporation Commission on behalf of ALEXANDRIA/ARLINGTON RESOURCE RECOVERY CORPORATION and the Commission having found that the articles comply with the requirements of law and that all required fees have been paid, it is ORDERED that this CERTIFICATE OF INCORPORATION be issued, and that this order, together with the articles, be admitted to record in the office of the Commission; and that the corporation have the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law. STATE CORPORATION COMMISSION By /s/ Thomas P. Harwood, Jr. ----------------------------- Commissioner 9