EX-3.101 103 a2108740zex-3_101.txt EXHIBIT 101 Exhibit 3.101 STATE OF MAINE [LOGO] DEPARTMENT OF THE SECRETARY OF STATE I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the provisions of the Constitution and Laws of the State of Maine, the Department of the Secretary of State is the legal custodian of the Great Seal of the State of Maine which is hereunto affixed and that the paper to which this is attached is a true copy from the records of this Department. [SEAL] IN TESTIMONY WHEREOF, I have caused the Great Seal of the State of Maine to be hereunto affixed. Given under my hand at Augusta, Maine, June 17, 2002. /s/ Dan Gwadosky ---------------------------- DAN GWADOSKY SECRETARY OF STATE [LOGO] File No. 19980957 D Pages 3 DOMESTIC Fee Paid $ 105.00 BUSINESS CORPORATION DCN 1973291400016 ARTI -----------FILED-------------- STATE OF MAINE 11/25/1997 ARTICLES OF INCORPORATION /s/ Nancy B. Kelleher --------------------------- Deputy Secretary of State (Check box only if applicable) / / This is a professional service A TRUE COPY WHEN ATTESTED BY SIGNATURE corporation formed pursuant to 13 MRSA Chapter 22. --------------------------- Deputy Secretary of State 1197330/000/00/008.000 Pursuant to 13-A MRSA Section 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is Pine Tree Waste Services of Maine, Inc. and its principal business location in Maine is Bangor, Maine ---------------------------------------------------------------------- (physical location - street (not P.O. Box), city ,state and zip code) SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Bruce A. Coggeshall ---------------------------------------------------------------------- (name) One Monument Square, Portland, Maine 04101 ---------------------------------------------------------------------- (physical location - street (not P.O. Box), city, state and zip code) ---------------------------------------------------------------------- (mailing address if different from above) THIS FORM MUST BE ACCOMPANIED BY FORM MBCA-18A (ACCEPTANCE OF APPOINTMENT AS CLERK Section 304.2-A.). THIRD: ("X" one box only) /X/ A. 1. The number of directors constituting the initial board of directors of the corporation is 3 (See Section 703.1.A.) 2. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS ------------------------- -------------------------------- ------------------------- -------------------------------- ------------------------- -------------------------------- 3. The board of directors /X/ is / / is not authorized to increase or decrease the number of directors. 4. If the board is so authorized, the minimum number, if any, shall be 1 directors, (See Section 703.1.A.) and the maximum number, if any, shall be 7 directors. / / B. There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons; the business of the corporation will be managed by the shareholders. (See Section 701.2.) FOURTH: ("X" one box only) /X/ There shall be only one class of shares (title of class) Common Stock Par Value of each share (if none, so state) $.01 Number of shares authorized 100 / / There shall be two or more classes of shares. The information required by Section 403 concerning each such class is set out in Exhibit ___ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) HAVING A PAR VALUE is $ 1.00 The total number of authorized shares (of all classes) WITHOUT PAR VALUE is _______________ shares FIFTH: ("X" one box only) Meetings of the shareholders /X/ may / / may not be held outside of the State of Maine. SIXTH: ("X" if applicable) /X/ There are no preemptive rights. SEVENTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit _____ attached hereto and made a part hereof. INCORPORATORS DATED November 24, 1997 /s/ Bruce A. Coggeshall Street 336 Ocean House Road --------------------------------------- -------------------------------- (signature) (residence address) Bruce A. Coggeshall Cape Elizabeth, ME 04107 --------------------------------------- -------------------------------------- (type or print name) (city, state and zip code) Street --------------------------------------- -------------------------------- (signature) (residence address) --------------------------------------- -------------------------------------- (type or print name) (city, state and zip code) Street --------------------------------------- -------------------------------- (signature) (residence address) --------------------------------------- -------------------------------------- (type or print name) (city, state and zip code) FOR CORPORATE INCORPORATORS* Name of Corporate Incorporator ------------------------------------------------- By Street ------------------------------------- -------------------------------- (signature of officer) (principal business location) --------------------------------------- -------------------------------------- (type or print name and capacity) (city, state and zip code) -------------------------------------------------------------------------------- * ARTICLES ARE TO BE EXECUTED AS FOLLOWS: If a corporation is an incorporator (Section 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation, not the person signing the articles, certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 FORM NO. MBCA-6 Rev. 9/97 TEL. (207) 287-4195 [LOGO] DOMESTIC BUSINESS CORPORATION STATE OF MAINE ACCEPTANCE OF APPOINTMENT AS CLERK OF PINE TREE WASTE SERVICES OF MAINE, INC. (name of domestic business corporation) Pursuant to 13-A MRSA Section 304.2-A, the undersigned hereby accepts the appointment as clerk for the above named domestic business corporation: CLERK DATED November 24, 1997 /s/ Bruce A. Coggeshall Bruce A. Coggeshall ---------------------------------------- -------------------------------- (signature) (type or print name) SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 FORM NO. MBCA-18A 97 TEL. (207) 287-4195 [LOGO] Filing Fee $20.00 BUSINESS CORPORATION File No. 19961590 D Pages 1 STATE OF MAINE FEE PAID $ 20.00 DCN 1973291400015 RESD PROOF OF RESOLUTION ALLOWING -----------FILED-------------- USE OF SIMILAR NAME 11/25/1997 /s/ Nancy B. Kelleher --------------------------- Deputy Secretary of State A TRUE COPY WHEN ATTESTED BY SIGNATURE Pine Tree Waste Inc. -------------------------------------- (Name of Corporation Allowing Similar Name) ---------------------------- Deputy Secretary of State 1197330/000/00/007.000 Pursuant to 13-A MRSA Section 301.1.B., the undersigned corporation executes and delivers for filing this proof of resolution: FIRST: The above-named corporation by such resolution hereby grants the use of the following similar name Pine Tree Waste Services of Maine, Inc. -------------------------------------------------------------------- to Pine Tree Waste Services of Maine, Inc. ----------------------------------------------------------------- (requestor of similar name) SECOND: ("X" one box only) The resolution was authorized by /X/ the board of directors OR / / the shareholders, there being no board of directors THIRD: The address of the registered office of the corporation allowing similar name in the State of Maine is 14 Maine Street, Brunswick, Maine 04011 ---------------------------------------------------------------------- (street, city, state and zip code) DATED November 21, 1997 *By /s/ Oscar Wilkins -------------------------------- (signature) MUST BE COMPLETED FOR VOTE Oscar Wilkins, President and OF SHAREHOLDERS Director*/shareholder ------------------------------------- ----------------------------------- I certify that I have custody of the (type or print name and capacity) minutes showing the above action by the shareholders. *By /s/ Gordon Hurtubise -------------------------------- (signature) Gordon Hurtubise, Vice President and Director*/shareholder ----------------------------------- (type or print name and capacity) ------------------------------------- * being a majority of the (signature of clerk, secretary or Directors and shareholders asst. secretary) ------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president and the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 FORM NO. MBCA-15 Rev. 96 TEL. (207) 287-4195 [LOGO] Minimum Fee $80 (See Section 401 sub-section 17) DOMESTIC BUSINESS CORPORATION File No. 19980957 D PAGES 5 File No. 19961590 D STATE OF MAINE Fee Paid $ 80.00 DCN 1973371600012 MERG ARTICLES OF MERGER -----------FILED-------------- 12/03/1997 Pine Tree Waste, Inc. /s/ Nancy B. Kelleher ------------------------------------------ ---------------------------- (A Maine Corporation) Deputy Secretary of State INTO A TRUE COPY WHEN ATTESTED BY SIGNATURE Pine Tree Waste Services of Maine, Inc. ------------------------------------------ ---------------------------- (A Maine Corporation) Deputy Secretary of State 1197338/000/00/052.000 Pursuant to 13-A MRSA Section 903, the board of directors of each participating corporation approve and the undersigned corporations, adopt the following Articles of Merger: FIRST: The plan of merger is set forth in Exhibit A attached hereto and made a part hereof. SECOND: As to each participating corporation, the shareholders of which voted on such plan of merger, the number of shares outstanding and the number of shares entitled to vote on such plan, and the number of such shares voted for and against the plan, are as follows:
Name of Number of Shares Number of Shares NUMBER NUMBER Corporation Outstanding Entitled to Vote Voted For Voted Against ------------------------- ---------------- ---------------- --------- ------------- Pine Tree Waste Services 100 100 100 0 of Maine, Inc. Pine Tree Waste, Inc. 100 100 100 0
THIRD: If the shares of any class were entitled to vote as a class, the designation and number of the outstanding shares of each such class, and the number of shares of each such class voted for and against the plan, are as follows:
Name of Designation Number of Shares NUMBER NUMBER Corporation of Class Outstanding Voted For Voted Against ----------- ----------- ---------------- --------- -------------
(INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE VOTE OF THE SHAREHOLDERS OF THE SURVIVING CORPORATION. OMIT IF NOT APPLICABLE.) FOURTH: The plan of merger was adopted by the participating corporation which is to become the surviving corporation in the merger without any vote of its shareholders, pursuant to section 902, subsection 5. The number of shares of each class outstanding immediately prior to the effective date of the merger, and the number of shares of each class to be issued or delivered pursuant to the plan of merger of the surviving corporation are set forth as follows:
Number of Shares Outstanding Number of Shares to Be Issued Designation of Immediately Prior to Effective Or Delivered Pursuant to the Class Date of Merger Merger -------------- ------------------------------ -----------------------------
FIFTH: The address of the registered office of the surviving corporation in the State of Maine is One Monument Square, Portland, Maine 04101 ---------------------------------------------------------------------- (street, city, state and zip code) The address of the registered office of the merged corporation in the State of Maine is 14 Maine Street, Brunswick, Maine 04011 ---------------------------------------------------- (street, city, state and zip code) SIXTH: Effective date of the merger (if other than date of filing of Articles) is December 3, 1997 (NOT TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES) DATED December 3, 1997 Pine Tree Waste Services of Maine, Inc. -------------------------------------- (surviving corporation) MUST BE COMPLETED FOR VOTE *By /s/ James W. Bohlig OF SHAREHOLDERS ------------------------------ (signature) I certify that I have custody of the minutes James W. Bohlig, President showing the above action by the shareholders. --------------------------------- (type or print name and capacity) Pine Tree Waste Services of Maine, Inc *By /s/ Bruce A. Coggeshall -------------------------------------- ------------------------------ (name of corporation) (signature) /s/ Bruce A. Coggeshall Bruce A. Coggeshall, Clerk ------------------------------------------ --------------------------------- (signature of clerk, secretary or asst. (type or print name and capacity) secretary) Bruce A. Coggeshall, Clerk DATED December 3, 1997 Pine Tree Waste, Inc. ----------------------- --------------------------------- (merged corporation) MUST BE COMPLETED FOR VOTE *By /s/ Oscar M. Wilkins OF SHAREHOLDERS ------------------------------ (signature) I certify that I have custody of the minutes Oscar M. Wilkins, President showing the above action by the shareholders. --------------------------------- (type or print name and capacity) Pine Tree Waste, Inc. *By /s/ John Moncure -------------------------------------- ------------------------------ (name of corporation) (signature) /s/ John Moncure John Moncure, Clerk ------------------------------------------ --------------------------------- (signature of clerk, secretary or asst. (type or print name and capacity) secretary) John Moncure, Clerk ------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-10 Rev. 96 EXECUTION COPY JOINT PLAN OF MERGER AND AGREEMENT OF MERGER BETWEEN PINE TREE WASTE, INC. AND PINE TREE WASTE SERVICES OF MAINE, INC. WITH PINE TREE WASTE SERVICES OF MAINE, INC. AS SURVIVING CORPORATION WHEREAS, PINE TREE WASTE SERVICES OF MAINE, INC., hereinafter called "PTW-ME" or the surviving corporation, is a Maine corporation, with its principal place of business at 1 Freedom Park, Bangor, Maine 04401 is authorized to issue one hundred shares (100) shares of common stock having a par value of one cent ($.01), of which one hundred (100) shares are outstanding and are legally owned by Casella Waste Systems, Inc., a Delaware Corporation with a principal place of business at 25 Greens Hill Lane, Rutland, Vermont 05702; and WHEREAS, PINE TREE WASTE, INC. hereinafter called "PTW", is a Maine corporation, with its principal place of business at 33 Rigby Road, South Portland, Maine 04116; and is authorized to issue two thousand (2,000) shares of common stock having no par value, of which 100 shares are outstanding and are legally owned by Gordon L. Hurtubise (45 shares), Oscar M. Wilkins (45 shares) and William H. Hoops (10 shares); and WHEREAS, it is desirable for the benefit of both corporations and their shareholders that the properties, businesses and assets and liabilities of the two corporations be combined into one surviving corporation, which shall be PTW-ME. NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the corporations hereto, in accordance with the applicable provisions of the laws of the State of Maine (13-A M.R.S.A. 903) and by the written consent of their respective shareholders, do hereby agree as follows: 1. PTW shall merge with and into PTW-ME and PTW-ME does hereby merge PTW with and into itself. On and after the effective date of this contemplated merger: (a) PTW-ME shall be the surviving corporation and shall continue to exist as a domestic corporation under the laws of the State of Maine, with all of the rights and obligations of such surviving domestic corporation as provided by the Maine Business Corporation Law. (b) PTW, pursuant to the Maine Business Corporation Law shall cease to exist (except as otherwise provided for specific purposes in such law) and its property shall become the property of PTW-ME as the surviving corporation. EXECUTION COPY 2. The Articles of Incorporation, and the Bylaws of PTW-ME shall continue as the Articles of Incorporation and Bylaws of the surviving corporation. 3. The Directors of PTW-ME effective as of the filing of this Agreement shall be: John W. Casella James W. Bohlig Douglas R. Casella Gordon L. Hurtubise Oscar M. Wilkins 4. The common shares of PTW outstanding on the effective date of the merger shall thereupon, without further action, become null and void, and all PTW Shareholders shall be paid an equivalent value in shares of common stock of Casella Waste Systems, Inc., the parent corporation of PTW-ME, without the issuance or exchange of new shares or share certificates, pursuant to the terms and conditions set forth in the Agreement and Plan of Reorganization of Casella Waste Systems, Inc., Sawyer Environmental Services, PTW-ME, PTW, Gordon L. Hurtubise, Oscar M. Wilkins, and William H. Hoops dated as of December 1, 1997. 5. All authorized and outstanding shares of PTW, such shares being owned in their entirety by Gordon L. Hurtubise, Oscar M. Wilkins, and William H. Hoops, and all rights in respect thereof, shall be canceled forthwith on the effective date of the merger, and the certificates representing such shares shall be surrendered and canceled. 6. This Plan and Agreement of Merger shall be submitted to the Directors of PTW for approval as required by the laws of the State of Maine. If and when such required approval is obtained, the proper officers of each corporation shall and are hereby authorized and directed to perform all such further acts and execute and deliver to the proper authorities for filing all documents, as the same may be necessary or proper to render effective the merger contemplated by this Plan and Agreement. 7. Notwithstanding any of the provisions of this Plan and Agreement, the Directors of PTW and PTW-ME at any time prior to the effective date of the merger herein contemplated, and for any reason each Board may deem sufficient and proper in their own discretion, shall have the power and authority to abandon and refrain from making effective the contemplated merger as set forth herein; in which case this Plan and Agreement shall thereby be canceled and become null and void. 2 EXECUTION COPY 8. This Plan and Agreement of Merger shall be effective on December 3, 1997 or at such time as Articles of Merger are prepared and filed with the office of the Secretary of State pursuant to the provisions of Section 905 of Title 13(a) M.R.S.A., whichever shall occur later. IN WITNESS WHEREOF, PTW and PTW-ME have caused this Agreement to be executed in their corporate names by their respective corporate officers, hereunto duly authorized, this 1st day of December, 1997. WITNESS: PINE TREE WASTE, INC. /s/ [ILLEGIBLE] By: /s/ Oscar M. Wilkins -------------------------------- --------------------------------- Name: Oscar M. Wilkins Title: Its President Hereunto Duly Authorized WITNESS: PINE TREE WASTE SERVICES OF MAINE, INC. /s/ [ILLEGIBLE] By: /s/ James W. Bohlig -------------------------------- --------------------------------- Name: James W. Bohlig Title: Its President Hereunto Duly Authorized [LOGO] Minimum Fee $35 (See Section 1401 DOMESTIC sub-Section 15) BUSINESS CORPORATION File No. 19980957 D Pages 3 Fee Paid $ 35.00 STATE OF MAINE DCN 1973371600013 LNME -----------FILED---------- 12/03/1997 ARTICLES OF AMENDMENT /s/ Nancy B. Kelleher (Shareholders Voting as One Class) --------------------------- Deputy Secretary of State 1197338/000/00/053.000 A TRUE COPY WHEN ATTESTED BY SIGNATURE Pine Tree Waste Services of Maine, Inc. --------------------------------------- ------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA SECTIONS 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as ONE class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders on (date) December 3, 1997 ("X" one box only) / / as a meeting legally called and held OR /X/ by unanimous written consent THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were:
Number of Shares Outstanding NUMBER NUMBER and Entitled to Vote Voted For Voted Against ---------------------------- --------- ------------- 100 100 0
FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number or par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows:
Class Series (If Any) Number of Shares Par Value (If Any) -------- ------------------ ------------------ ------------------
The aggregate par value of all such shares (of all classes and series) HAVING PAR VALUE is $_____________________ The total number of all such shares (of all classes and series) WITHOUT PAR VALUE is_______________________shares SIXTH: The address of the registered office of the corporation in the State of Maine is One Monument Square, Portland, Maine 04101 ---------------------------------------------------- (street, city, state and zip code) Pine Tree Waste Services of Maine, Inc. DATED December 3, 1997 *By: /s/ James W. Bohlig ---------------------- ---------------------------------- (signature) MUST BE COMPLETED FOR VOTE James W. Bohlig, President OF SHAREHOLDERS ----------------------------------- (type or print name and capacity) I certify that I have custody of the *By: /s/ Bruce A. Coggeshall minutes showing the above action by the ----------------------------------- shareholders. (signature) Bruce A. Coggeshall, Clerk ----------------------------------- (type or print name and capacity) /s/ Bruce A. Coggeshall -------------------------------------- (signature of clerk, secretary or asst. secretary) Bruce. A. Coggeshall, Clerk NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in Section 806, or because the articles to provide. For vote necessary for adoption see Section 805. ------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-9 Rev.96 EXHIBIT A In accordance with Title 13-A, M.R.S.A., Section 620(2), and 13-A, M.R.S.A., Section 805(5), John W. Casella, President, Secretary and Treasurer of Casella Waste Systems, Inc., being the sole shareholder of Pine Tree Waste Services of Maine, Inc. and being the sole owner of all outstanding shares and entitled to vote thereon, consent to the change of Articles of Incorporation by amendment thereto changing the name of the corporation from Pine Tree Waste Services of Maine, Inc. to Pine Tree Waste, Inc. effective as of December 3, 1997. John W. Casella as President, Secretary and Treasurer of Casella Waste Systems, Inc. hereby authorizes the filing of this consent as part of the corporate records with the Clerk of the Corporation and with the Secretary of State, Corporation Division, for the State of Maine. Dated: November 28, 1997 CASELLA WASTE SYSTEMS, INC. BY: /s/ John W. Casella --------------------------- John W. Casella, President, Secretary and Treasurer, Duly Authorized Filing Fee $20.00 File No. 19972560 D Pages 1 BUSINESS CORPORATION Fee Paid $ 20 DCN 2000191400002 RESO STATE OF MAINE --------FILED----------- 01/11/2000 PROOF OF RESOLUTION ALLOWING USE OF SIMILAR NAME /s/ Julie L. Flynn --------------------------- Deputy Secretary of State A TRUE COPY WHEN ATTESTED BY SIGNATURE EQUIPTECH LIQUIDATING, INC. ------------------------------------- (Name of Corporation Allowing Similar Name) ------------------------- Deputy Secretary of State Pursuant to 13-A MRSA Section 301.1.B., the undersigned corporation executes and delivers for filing this proof of resolution: FIRST: The above-named corporation by such resolution hereby grants the use of the following similar name Equiptech ---------------------------------------------------------------------- to Pine Tree Waste, Inc. -------------------------------------------------------------------- (requestor of similar name) SECOND: ("X" one box only) The resolution was authorized by /X/ the board of directors OR / / the shareholders, there being no board of directors THIRD: The address of the registered office of the corporation allowing similar name in the State of Maine is 113 Anthoine St. South Portland ME 04106 ---------------------------------------------------------------------- (street, city, state and zip code) DATED November 1, 1999 *By /s/ Bernadette A. Bolduc ------------------------- ------------------------------------ MUST BE COMPLETED FOR VOTE (signature) OF SHAREHOLDERS I certify that I have custody of the Bernadette A. Bolduc, Clerk minutes showing the above action ------------------------------------ by the shareholders. (type or print name and capacity) /s/ Bernadette A. Boldue By --------------------------------- ------------------------------------ (signature of clerk, secretary or (signature) asst. secretary) ------------------------------------ (type or print name and capacity) ------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-15 Rev.96 [LOGO] Filing Fee $105.00 BUSINESS CORPORATION File No. 19980957 D Pages 2 Fee Paid $ 105 DCN 2000191400003 ANME --------FILED------------- STATE OF MAINE 01/11/2000 STATEMENT OF INTENTION /s/ Julie L. Flynn TO DO BUSINESS --------------------------- UNDER AN ASSUMED NAME Deputy Secretary of State A TRUE COPY WHEN ATTESTED BY SIGNATURE PINE TREE WASTE, INC., ------------------------------ ------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Section 307, the undersigned, a corporation(incorporated under the laws of the State of Maine), gives notice of its intention to do business in this state under an assumed name. FIRST: The corporation intends to transact business under the assumed name of Equiptech ---------------------------------------------------------------------- COMPLETE THE FOLLOWING IF APPLICABLE SECOND: If such assumed name is to be used at fewer than all of the corporation's places of business in this State, the location(s) where it will be used is (are): ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- THIRD: The address of the registered office of the corporation in the State of Maine is One Monument Square, Portland, Maine 04101 ---------------------------------------------------------- (street, city, state and zip code) DATED: January 10, 2000 *By /s/ Bruce A. Coggeshall ----------------------- --------------------------------- (signature) Bruce A. Coggeshall, Clerk --------------------------------- (type or print name and capacity) *By --------------------------------- (signature) --------------------------------- (type or print name and capacity) -------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-5 Rev.96 Filling Fee $20.00 BUSINESS CORPORATION File No. 19930578 D Pages 1 Fee Paid $ 20 DCN 2000191400008 RES0 -----------FILED---------- STATE OF MAINE 01/11/2000 PROOF OF RESOLUTION ALLOWING /s/ Julie L. Flynn USE OF SIMILAR NAME --------------------------- Deputy Secretary of State A TRUE COPY WHEN ATTESTED BY SIGNATURE Great Northern Recycling, Inc. ------------------------------------ (Name of Corporation Allowing Similar Name) ------------------------- Deputy Secretary of State Pursuant to 13-A MRSA Section 301.1.B., the undersigned corporation executes and delivers for filing this proof of resolution: FIRST: The above-named corporation by such resolution hereby grants the use of the following similar name Great Northern Recycling ---------------------------------------------------------------------- to Pine Tree Waste, Inc. -------------------------------------------------------------------- (requestor of similar name) SECOND: ("X" one box only) The resolution was authorized by /X/ the board of directors OR / / the shareholders, there being no board of directors THIRD: The address of the registered office of the corporation allowing similar name in the State of Maine is PO Box 219 40 Elm Street, Mechanic Falls, Maine 04256 ---------------------------------------------------------------------- (street, city, state and zip code) DATED November 1,1999 *By --------------------------------- (signature) MUST BE COMPLETED FOR VOTE Bernadette A. Bolduc, Clerk OF SHAREHOLDERS --------------------------------- (type or print name and capacity) I certify that I have custody of the *By /s/ Bernadette A. Bolduc minutes showing the above action by --------------------------------- the shareholders. (signature) --------------------------------- /s/ Bernadette A. Bolduc (type or print name and capacity) ------------------------------------- (signature of secretary or asst secretary) ------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-15 Rev.96 [LOGO] Filling Fee $105.00 BUSINESS CORPORATION File No. 19980957 D Pages 2 Fee Paid $ 105 DCN 2000191400010 ANME ---------FILED---------- STATE OF MAINE 01/11/2000 STATEMENT OF INTENTION /s/ Julie L. Flynn TO DO BUSINESS --------------------------- UNDER AN ASSUMED NAME Deputy Secretary of State A TRUE COPY WHEN ATTESTED BY SIGNATURE PINE TREE WASTE, INC., ------------------------------------- ------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Section 307, the undersigned, a corporation(incorporated under the laws of the State of Maine), gives notice of its intention to do business in this State under an assumed name. FIRST: The corporation intends to transact business under the assumed name of Great Northern Recycling ---------------------------------------------------------------------- COMPLETE THE FOLLOWING IF APPLICABLE SECOND: If such assumed name is to be used at fewer than all of the corporation's places of business in this State, the location(s) where it will be used is (are): ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- THIRD: The address of the registered office of the corporation in the State of Maine is One Monument Square, Portland, Maine 04101 ---------------------------------------------------------------------- (street, city, state and zip code) DATED: January 10,2000 *By /s/ Bruce A. Coggeshall ------------------------- ----------------------------------- (signature) Bruce A. Coggeshall, Clerk ----------------------------------- (type or print name and capacity) *By: ----------------------------------- (signature) ----------------------------------- (type or print name and capacity) -------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-5 Rev.96 DOMESTIC Filing Fee $20.00 BUSINESS CORPORATION File No. 19980957 D Pages 2 Fee Paid $ 20 DCN 2010601400014 CLRO ---------FILED--------- STATE OF MAINE 02/27/2001 CHANGE OF CLERK ONLY OR CHANGE /s/ Julie L. Flynn OF CLERK AND REGISTERED OFFICE --------------------------- Deputy Secretary of State A True Copy When Attested By Signature Pine Tree Waste, Inc. ---------------------------------------- --------------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and delivers for filing the following change(s): FIRST: The named and registered office of the clerk appearing on the record in the Secretary of State's office: Bruce Coggeshall ---------------------------------------------------------------------- (name) One Monument Square, Portland, Maine 04101 ---------------------------------------------------------------------- (street, city, state and zip code) SECOND: The name and registered office of the successor (new) clerk, who must be a Maine resident: Peter B. Webster ---------------------------------------------------------------------- (name) One Portland Square, Portland, Maine 04101 ---------------------------------------------------------------------- (physical location - street(not P.O. Box), city, state and zip code) ---------------------------------------------------------------------- (mailing address if different from above) THIRD: Upon a change in clerk this must be completed: /X/ Such change was authorized by the board of directors and the power to make such change is not reserved to the shareholders by the articles or the bylaws. / / Such change was authorized by the shareholders. DATED 2-15-01 *By: /s/ Jerry S. Cifor ---------------- ----------------------------- (Signature) MUST BE COMPLETED FOR VOTE Jerry S. Cifor, Vice President. OF SHAREHOLDERS --------------------------------- (type or print name and capacity) I certify that I have custody of the minutes showing the above action by *By: /s/ John W. Casella the shareholders ----------------------------- (signature) John W. Casella Secretary ------------------------------------ --------------------------------- (type or print name and capacity) THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.). The undersigned hereby accepts the appointment as clerk for the above named domestic business corporation. CLERK DATED 2/26/01 ----------------- /s/ Peter B. Webster Peter B. Webster ---------------------------------- --------------------------- (signature) (type or print name) ------------------------------------------------------------------------------- * This document MUST be signed by (1) the NEW CLERK OR (2) the PRESIDENT or a vice-president AND the SECRETARY or an assistant secretary, or such other officer as the bylaws may designate as a 2nd certifying officer OR (3) if there are no such officers, then a majority of the DIRECTORS or such directors as may be designated by a majority of directors then in office OR (4) if there are no such directors, then the HOLDERS, or such of them as may be designated by the holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-3 Rev. 9/97 Minimum Fee $80 (See Section 1401 sub-Section 17) DOMESTIC File No. 19980957 D Pages 4 BUSINESS CORPORATION File No. 19860058 D Fee Paid $ 80 STATE OF MAINE DCN 2011091500018 MERG --------FILED--------EFFECTIVE-------- ARTICLES OF MERGER 04/19/2001 04/19/2001 /s/ Julie L. Flynn --------------------------- Sawyer Environmental Services Deputy Secretary of State -------------------------------------- (A Maine Corporation) A TRUE COPY WHEN ATTESTED BY SIGNATURE INTO ------------------------- Pine Tree Waste, Inc. Deputy Secretary of State -------------------------------------- (A Maine Corporation) Pursuant to 13-A MRSA Section 903, the board of directors of each participating corporation approve and the undersigned corporations, adopt the following Articles of Merger: FIRST: The plan of merger is set forth in Exhibit A attached hereto and made a part hereof. SECOND: As to each participating corporation, the shareholders of which voted on such plan of merger, the number of shares outstanding and the number of shares entitled to vote on such plan, and the number of such shares voted for and against the plan, are as follows:
Name of Number of Shares Number of Shares NUMBER NUMBER Corporation Outstanding Entitled to Vote Voted for Voted Against ----------- ---------------- ---------------- --------- ------------- Sawyer Environmental Services 331 331 331 -0- Pine Tree Waste, Inc. 100 100 100 -0-
THIRD: If the shares of any class were entitled to vote as a class, the designation and number of the outstanding shares of each such class, and the number of shares of each class voted for and against the plan, are as follows:
Name of Designation Number of Shares NUMBER NUMBER Corporation of Class Outstanding Voted For Voted Against ----------- ----------- ---------------- --------- -------------
INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE VOTE OF THE SHAREHOLDERS OF THE SURVIVING CORPORATION. OMIT IF NOT APPLICABLE.) FOURTH: The plan of merger was adopted by the participating corporation which is to become the surviving corporation in the merger without any vote of its shareholders, pursuant to Section 902, subsection 5. The number of shares of each class outstanding immediately prior to the effective date of the merger, and the number of shares of each class to be issued or delivered pursuant to the plan of merger of the surviving corporation are set forth as follows:
Number of Shares Outstanding Number of Shares to Be Issued Designation Immediately Prior to Effective Or Delivered Pursuant to the of Class Date of Merger Merger ----------- ------------------------------ -----------------------------
FIFTH: The address of the registered office of the surviving corporation in the State of Maine is CT Corporation System, One Portland Square, Portland, Maine 04101 ---------------------------------------------------------------------- (street, city, state and zip code) The address of the registered office of the merged corporation in the State of Maine is One Monument Square, Portland, Maine 04101 ---------------------------------------------------------------------- (street, city, state and zip code) SIXTH: Effective date of the merger (if other than date of filing of Articles) is_______________________________ (NOT TO EXCEED 60 DAYS FROM DATE FILING OF THE ARTICLES) DATED April 6,2001 Pine Tree Waste Inc. --------------------- ------------------------------------ (surviving corporation) *By /s/ James W. Bohlig --------------------------------- MUST BE COMPLETED FOR VOTE (signature) OF SHAREHOLDERS James W. Bohlig, President I certify that I have custody of the ------------------------------------ minutes showing the above action by (type or print name and capacity) the shareholders. Pine Tree Waste, Inc *By /s/ John W. Casella ----------------------------------- --------------------------------- (name of corporation) (signature) /s/ John W. Casella John W. Casella, Secretary ----------------------------------- ------------------------------------ (Signature of clerk, secretary or (type or print name and capacity) asst. secretary) DATED April 6, 2001 Sawyer Environmental Services ----------------------------- ------------------------------------ (merged corporation) *By /s/ James W. Bohlig --------------------------------- MUST BE COMPLETED FOR VOTE (signature) OF SHAREHOLDERS I certify that I have custody of the James W. Bohlig, President minutes showing the above action by ------------------------------------ the shareholders. (type or print name and capacity) Sawyer Environmental Services *By /s/ John W. Casella ----------------------------------- --------------------------------- (name of corporation) (signature) /s/ John W. Casella John W. Casella, Secretary --------------------------------- ------------------------------------ (Signature of clerk secretary or asst. (type or print name and capacity) secretary) ------------------------------------------------------------------------------- * This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't. Sec., or a 2nd certifying officer OR (3) if no such officers, then a majority of the DIRECTORS OR (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUT STANDING SHARES OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 287-4195 FORM NO. MBCA-10 Rev. 7/2000 EXHIBIT A JOINT PLAN OF MERGER AND AGREEMENT OF MERGER BETWEEN SAWYER ENVIRONMENTAL SERVICES AND PINE TREE WASTE, INC WITH PINE TREE WASTE, INC. AS SURVIVING CORPORATION WHEREAS, PINE TREE WASTE, INC., hereinafter called "Pine Tree" or the surviving corporation, is a Maine corporation, with its principal place of business at South Portland, Maine, is authorized to issue one hundred (100) shares of common stock having a par value of one cent ($.01), of which one hundred (100) shares are outstanding and are legally owned by Casella Waste Systems, Inc., a Delaware corporation with a principal place of business at 25 Greens Hill Lane, Rutland, Vermont 05701; and WHEREAS, SAWYER ENVIRONMENTAL SERVICES, hereinafter called "Sawyer", is a Maine corporation, with its principal place of business at Bangor, Maine, is authorized to issue ten thousand (10,000) shares having no par value, of which three hundred thirty-one (331) shares are outstanding and are legally owned by Casella Waste Systems, Inc., a Delaware corporation with a principal place of business at 25 Greens Hill Lane, Rutland, Vermont 05701; and WHEREAS, it is desirable for the benefit of both corporations and their shareholder that the properties, businesses, assets and liabilities of the two corporations be combined into one surviving corporation, which shall be Pine Tree. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the corporations hereto, in accordance with the applicable provisions of the laws of the State of Maine (13-A.M.R.S.A. 903) and by the written consent of their respective shareholders, do hereby agree as follows: 1. Sawyer shall merge with and into Pine Tree and Pine Tree does hereby merge Sawyer with and into itself. On and after the effective date of this contemplated merger: (a) Pine Tree shall be the surviving corporation and shall continue to exist as a domestic corporation under the laws of the State of Maine, with all of the rights and obligations of such surviving domestic corporation as provided by the Maine Business Corporation Law. (b) Sawyer, pursuant to the Maine Business Corporation Law, shall cease to exist (except as otherwise provided for specific purposes in such law) and its property shall become the property of Pine Tree as the surviving corporation. 2. The Articles of Incorporation and the Bylaws of Pine Tree shall continue as the Articles of Incorporation and Bylaws of the surviving corporation. 3. The Directors of Pine Tree effective as of the filing of this Agreement shall be: 1 John W. Casella Douglas R. Casella James W. Bohlig James M. Hiltner 4. All authorized and outstanding shares of Sawyer, such shares being owned in their entirety by Casella Waste Systems, Inc., and all rights in respect thereof, shall be canceled forthwith on the effective date of the merger, and the certificates representing such shares shall be surrendered and canceled. 5. This Plan and Agreement of Merger shall be submitted to the Directors of Sawyer for approval as required by the laws of the State of Maine. If and when such required approval is obtained, the proper officers of each corporation shall and are hereby authorized and directed to perform all such further acts and execute and deliver to the proper authorities for filing all documents, as the same may be necessary or proper to render effective the merger contemplated by this Plan and Agreement. 6. Notwithstanding any of the provisions of this Plan and Agreement, the Directors of Sawyer and Pine Tree at any time prior to the effective date of the merger herein contemplated, and for any reason each Board may deem sufficient and proper in their own discretion, shall have the power and authority to abandon and refrain from making effective the contemplated merger as set forth herein; in which case this Plan and Agreement shall thereby be canceled and become null and void. 7. This Plan and Agreement of Merger shall be effective on the date the Articles of Merger are prepared and filed with the office of the Secretary of State pursuant to the provisions of Section 905 of Title 13-A M.R.S.A., whichever shall occur later. IN WITNESS WHEREOF, Sawyer and Pine Tree have caused this Agreement to be executed in their corporate names by their respective corporate officers, hereunto duly authorized, this 5th day of April, 2001. WITNESS: SAWYER ENVIRONMENTAL SERVICES /s/ [ILLEGIBLE] By: /s/ James W. Bohlig ------------------------- ----------------------------------- James W. Bohlig, President and Duly Authorized Agent WITNESS: PINE TREE WASTE, INC. /s/ [ILLEGIBLE] By: /s/ James W. Bohlig ------------------------- ----------------------------------- James W. Bohlig, President and Duly Authorized Agent 2 Filing fee $105.00 BUSINESS CORPORATION File no. 19980957 D Pages 2 Fee paid $ 105 DCN 2012601500034 ANME ------FILED---------------- STATE OF MAINE 09/11/2001 STATEMENT OF INTENTION /s/ Julie L. Flynn TO DO BUSINESS ------------------------- UNDER AN ASSUMED NAME Deputy Secretary of State A True Copy When Attested by Signature Pine Tree Waste, Inc. --------------------------------- ------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated under the laws of the State of Maine), (incorporated under the laws of the State of ____________________________, and authorized to do business in Maine), gives notice of its intention to do business in this State under an assumed name. FIRST: The Corporation intends to transact business under the assumed name of Ellsworth Disposal COMPLETE THE FOLLOWING IF APPLICABLE SECOND: If such assumed name is to be used at fewer than all of the corporation's places of business in this State, the location(s) where it will be used is (are): ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- THIRD: The address of the registered office of the corporation in the State of Maine is Peter Webster One Portland Square, Portland, ME 04101 -------------------------------------------- (street, city, state and zip code) DATED 9-7-01 *By /s/ John W. Casella ------------------------------------ (signature) John W. Casella, Vice President ------------------------------------ (type or print name and capacity) *By /s/ Richard A. Norris ------------------------------------ (signature) Richard A. Norris, Treasurer ------------------------------------ (type or print name and capacity) ------------------------------------------------------------------------------- * If this is a domestic corporation, this document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't. sec., or a 2nd certifying officer OR (3) if no such officers, then a majority of the DIRECTORS OR (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUTSTANDING SHARES OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES. * If this is a foreign corporation, this document MUST be signed by any duly authorized individual. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 624-7740 FORM NO. MBCA-5 Rev. 4/16/2001 Filing Fee $105.00 File no. 19980957 D Pages 2 BUSINESS CORPORATION Fee paid $ 105 DCN 2012601500035 ANME ------FILED---------------- STATE OF MAINE 09/11/2001 STATEMENT OF INTENTION /s/ Julie L. Flynn TO DO BUSINESS ------------------------- UNDER AN ASSUMED NAME Deputy Secretary of State A True Copy When Attested By Signature Pine Tree Waste, Inc. --------------------------------- ------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Section 307, the undersigned, corporation (incorporated under the laws of the State of Maine), (incorporated under the laws of the State of ____________________________, and authorized to do business in Maine), gives notice of its intention to do business in this State under an assumed name. FIRST: The corporation intends to transact business under the assumed name of Enviropac COMPLETE THE FOLLOWING IF APPLICABLE SECOND: If such assumed name is to be used at fewer than all of the corporation's places of business in this State, the location(s) where it will be used is (are): ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- THIRD: The address of the registered office of the corporation in the State of Maine is Peter Webster One Portland Square, Portland, ME 04101 ---------------------------------------------------------------------- (street, city, state and zip code) DATED 9-7-01 *By /s/ John W. Casella ------------------------------------ (signature) John W. Casella, Vice President ------------------------------------ (type or print name and capacity) *By /s/ Richard A. Norris ------------------------------------ (signature) Richard A. Norris, Treasurer ------------------------------------ (type or print name and capacity) -------------------------------------------------------------------------------- * If this is a domestic corporation, this document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't. sec., or a 2nd certifying officer OR (3) if no such officers, then a majority of the DIRECTORS OR (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUT STANDING SHARES OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES. * If this is a foreign corporation, this document MUST be signed by any duly authorized individual. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 624-7740 FORM NO. MBCA-5 Rev. 4/16/2001 Filing Fee $105.00 File no. 19980957 D Pages 2 BUSINESS CORPORATION Fee paid $ 105 DCN 201260150036 ANME ------FILED---------------- STATE OF MAINE 09/11/2001 STATEMENT OF INTENTION /s/ Julie L. Flynn TO DO BUSINESS ------------------------- UNDER AN ASSUMED NAME Deputy Secretary of State A TRUE COPY WHEN ATTESTED BY SIGNATURE Pine Tree Waste, Inc. --------------------------------- ------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated under the laws of the State of Maine), (incorporated under the laws of the State of ____________________________, and authorized to do business in Maine), gives notice of its intention to do business in this State under an assumed name. FIRST: The Corporation intends to transact business under the assumed name of Pine Tree Disposal COMPLETE THE FOLLOWING IF APPLICABLE SECOND: If such assumed name is to be used at fewer than all of the corporation's places of business in this State, the location(s) where it will be used is (are): ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- THIRD: The address of the registered office of the corporation in the State of Maine is Peter Webster One Portland Square, Portland, ME 04101 ---------------------------------------------------------------------- (street, city, state and zip code) DATED 9-7-01 *By /s/ John W. Casella ------------------------------------ (signature) John W. Casella, Vice President ------------------------------------ (type or print name and capacity) *By /s/ Richard A. Norris ------------------------------------ (signature) Richard A. Norris, Treasurer ------------------------------------ (type or print name and capacity) * If this is a domestic corporation, this document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't. sec., or a 2nd certifying officer OR (3) if no such officers, then a majority of the DIRECTORS OR (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUTSTANDING SHARES OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES. * If this is a foreign corporation, this document MUST be signed by any duly authorized individual. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 624-7740 FORM NO. MBCA-5 Rev. 4/16/2001 Filing Fee $105.00 File no. 19980957 D Pages 2 BUSINESS CORPORATION Fee paid $ 105 DCN 2012601500037 ANME ------FILED---------------- STATE OF MAINE 09/11/2001 STATEMENT OF INTENTION /s/ Julie L. Flynn TO DO BUSINESS ------------------------- UNDER AN ASSUMED NAME Deputy Secretary of State A TRUE COPY WHEN ATTESTED BY SIGNATURE Pine Tree Waste, Inc. --------------------------------- ------------------------- (Name of Corporation) Deputy Secretary of State Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated under the laws of the State of Maine), (incorporated under the laws of the State of ____________________________, and authorized to do business in Maine), gives notice of its intention to do business in this State under an assumed name. FIRST: The Corporation intends to transact business under the assumed name of Truck-A-Way COMPLETE THE FOLLOWING IF APPLICABLE SECOND: If such assumed name is to be used at fewer than all of the corporation's places of business in this State, the location(s) where it will be used is (are): ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- THIRD: The address of the registered office of the corporation in the State of Maine is Peter Webster One Portland Square, Portland, ME 04101 ---------------------------------------------------------------------- (street, city, state and zip code) DATED 9-7-01 *By /s/ John W. Casella ------------------------------------ (signature) John W. Casella, Vice President ------------------------------------ (type or print name and capacity) *By /s/ Richard A. Norris ------------------------------------ (signature) Richard A. Norris, Treasurer ------------------------------------ (type or print name and capacity) ------------------------------------------------------------------------------- * If this is a domestic corporation, this document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't. sec., or a 2nd certifying officer OR (3) if no such officers, then a majority of the DIRECTORS OR (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUTSTANDING SHARES OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES. * If this is a foreign corporation, this document MUST be signed by any duly authorized individual. SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 624-7740 FORM NO. MBCA-5 Rev. 4/16/2001