EX-3.123 125 a2108740zex-3_123.txt EXHIBIT 3.123 Exhibit 3.123 STATE OF NEW YORK } SS: DEPARTMENT OF STATE } I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE COPY OF SAID ORIGINAL. WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE DOS-1266 (7/00) [ILLEGIBLE] CERTIFICATE OF INCORPORATION OF CHET BISNETT, INC. UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW The undersigned being over the age of twenty-one under Section 402 of the New York Business Corporation Law, does hereby set forth: (1) The name of the corporation is CHET BISNETT, INC. (2) The purposes for which it is formed are as follows: To buy and sell all kinds of junk of every kind and nature, including but not limited to metal, paper, rags, glass, plastic and wood. To generally engage in the salvage business including but not limited to the purchase of buildings, machinery and equipment of every kind and nature for salvage purposes. To sell, rent or lease all machinery and equipment necessary for the operation of a salvage business. To acquire, by purchase, lease or otherwise, all real and personal property necessary to carryout the aforesaid purposes and objects. (3) The office of the corporation is to be located in the Incorporated Village of Potsdam, County of St. Lawrence and State of New York. (4) The aggregate number of shares which the corporation shall have authority to issue is 200 shares, which shares are to be without par value. (5) The Secretary of State is designated as the agent of the corporation upon whom process against it may be served. The post office address to which the secretary of state shall mail a copy of any process against it served upon him is Outer Maple Street, Potsdam, New York. 504950 1 (6) The duration of the corporation shall be perpetual. /s/ Chester G. Bisnett -------------------------- Chester G. Bisnett R.D.1 Norwood, New York STATE OF NEW YORK } }SS.: COUNTRY OF ST. LAWRENCE} On this 23 day of June, 1965, before me personally came CHESTER G. BISNETT, to me known and known to me to, be the person described in end who executed the foregoing Certificate of Incorporation, and he duly acknowledged to me that he had executed the same. /s/ Lee H. Turner -------------------------- Notary Public LEE H. TURNER Notary Public, State of New York No. 24 - 9399350 Qualified in St. Lawrence County Commission Expires March 30, 1996 2 L-S6/24 St. Lawrence C. 504950 Certificate of Incorporation of Chet Bisnett, Inc. STATE OF NEW YORK DEPARTMENT OF STATE FILED JUN 24 1965 TAX $10 FILING FEE $50 /s/ [ILLEGIBLE] Secretary of State By /s/ [ILLEGIBLE] LEE H. TURNER ATTORNEY AT LAW NORWOOD, N.Y. 3 STATE OF NEW YORK } SS: DEPARTMENT OF STATE } I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE COPY OF SAID ORIGINAL. WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE DOS-1266(7/00) CERTIFICATE OF MERGER D.C. OF D.C. B. and C. SANITATION CORPORATION AND CHET BISNETT, INC. INTO CHET BISNETT, INC. UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW. We, the undersigned, being respectively the President and Secretary of B. and C. SANITATION CORPORATION and the President and Secretary of CHET BISNETT, INC., certify: 1. The name of each constituent corporation is as follows: B. AND C. SANITATION CORPORATION and CHET BISNETT, INC. The name of the surviving corporation is CHET BISNETT, INC. 2. The number of outstanding shares of B. and C. Sanitation Corporation is sixteen (16) shares of common stock, all one (1) class, $100 par value, all of which are entitled to vote. The number of outstanding shares of Chet Bisnett, Inc. is sixty-eight (68) shares of common stock, all one (1) class, no par value, all of which are entitled to vote. 3. The Certificate of Incorporation of Chet Bisnett, Inc., the surviving corporation is amended as follows: A. Paragraph "1" of the Certificate of Incorporation shall read as follows: B 478279 1 "1. The name of the Corporation shall be WASTE SYSTEM MANAGEMENT, INC.". B. The following new paragraph "7" shall be added thereto; "7. A dissolution of the Corporation may be authorized by the written demand of the holders of not less than fifty (50%) of all of the outstanding shares of the Corporation entitled to vote thereon. The demand for dissolution must be signed by the holders of those shares in favor of dissolution. The demand shall be sent by registered or certified mail, return receipt requested, to the secretary of the corporation or, if the secretary is one of the holders of those shares in favor of dissolution, to any other officer of the corporation who is not one of the holders of those shares in favor of dissolution, at the corporate office. If the signed and verified certificate of dissolution is not delivered to the Department of State and filed within thirty (30) days after receipt by the secretary or other officer, as the case may be, of the written demand for dissolution, the certificate may be signed, certified and delivered to the Department of State by the holders of those shares in favor of dissolution. This provision may only be amended or deleted upon a vote of the holders of at least sixty percent (60%) of all of the outstanding shares entitled to vote." 4. The Certificate of Incorporation of B. and C. Sanitation Corporation was filed by the Department of State on March 7, 1972. The Certificate of Incorporation of Chet Bisnett, Inc. was filed by the Department of State on June 24, 1965. 5. The merger was authorized at a meeting of the shareholders of B. and C. Sanitation Corporation by unanimous vote of the holders of all of the outstanding shares entitled to vote thereon and at a meeting of the shareholders of Chet Bisnett, Inc. by unanimous vote of the holders of all of the outstanding shares entitled to vote thereon. The Plan of Merger has not been abandoned. DATED: Potsdam, New York. March 28th, 1987 by the undersigned who affirms that the statements made herein are true under the penalties of perjury. B. and C. Sanitation Corporation by: /s/ James R. Bruno ----------------------------- JAMES R. BRUNO, PRESIDENT /s/ Faye L. Cornwell ----------------------------- FAYE L. CORNWELL, SECRETARY Chet Bisnett, Inc. by: /s/ Chester G. Bisnett ----------------------------- CHESTER G. BISNETT, PRESIDENT /s/ Chester W. Bisnett ----------------------------- CHESTER W. BISNETT, SECRETARY STATE OF NEW YORK ) COUNTY OF )ss: On this 28th day of March, 1987, before me personally appeared FAYE L. CORNWELL, to me known, who, being by me duly sworn, did depose and say that she resides at Central Bridge, New York, she is the Secretary of B. AND C. SANITATION CORPORATION, the corporation described in and which executed the foregoing instrument; that she knows the seal of such corporation; that the seal affixed to the foregoing instrument is such corporate seal; that it was so affixed by order of the Board of Directors of such corporation; and that she signed her name thereto by like order. DAVID N. CUBLEY /s/ David N. Cubley Notary Public, State of New York ----------------------------- Qualified in St. Lawrence County NOTARY PUBLIC My Commission Expires [ILLEGIBLE] 1987 STATE OF NEW YORK ) COUNTY OF )ss: On this 28th day of March, 1987, before me personally appeared CHESTER W. BISNETT, to me known, who, being by me duly sworn, did depose and say that he resides at Hannawa Falls, New York, he is the Secretary of CHET BISNETT, INC., the corporation described in and which executed the foregoing instrument; that he knows the seal of such corporation; that the seal affixed to the foregoing instrument is such corporate seal; that it was so affixed by order of the Board of Directors of such corporation; and that he signed his name thereto by like order. DAVID N. CUBLEY /s/ David N. Cubley Notary Public, State of New York ----------------------------- Qualified in St. Lawrence County NOTARY PUBLIC My Commission Expires [ILLEGIBLE] 1987 3 B478279 RECEIVED MAR 31 12 PM '87 CERTIFICATE OF MERGER OF B. and C. SANITATION [ILLEGBILE] CORPORATION AND CHET BISNETT, INC. INTO CHET BISNETT, INC. UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW STATE OF NEW YORK DEPARTMENT OF STATE FILED APR 1-1987 AMT. OF CHECK $70 FILING FEE $60 TAX $ ________ COUNTY FEE $ _____ COPY $ ________ CERT $ ________ REFUND $ ______ SPEC HANDLE $10 BY: [ILLEGIBLE] ---------------- St. Lawrence CUBLEY & CUBLEY, P.C. ATTORNEYS AND COUNSELLORS AT LAW 33 MAIN STREET [ILLEGBILE] POTSDAM, NEW YORK 13676 TELEPHONE (315) 265-2690 [ILLEGIBLE] 4 STATE OF NEW YORK } DEPARTMENT OF STATE } SS: I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE COPY OF SAID ORIGINAL. WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE DOS-1266(7/00) CERTIFICATE OF AMENDMENT D.C. OF D.C. WASTE SYSTEM MANAGEMENT, INC. UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW I, the undersigned, President and Secretary respectively of WASTE SYSTEM MANAGEMENT, INC., hereby certify: 1. The name of the Corporation is WASTE SYSTEM MANAGEMENT, INC. 2. The Certificate of Incorporation was originally filed by the Department of State on June 24, 1965 under the name CHET BISNETT, INC. A Certificate of Merger of B. AND C. SANITATION CORPORATION and CHET BISNETT, INC. A Certificate of Merger of B. AND C. SANITATION CORPORATION and CHET BISNETT, INC. into CHET BISNETT, INC. was filed by the Department of State on April 1, 1987. The Certificate of Merger changed the name of CHET BISNETT, INC. to WASTE SYSTEM MANAGEMENT, INC. 3. Paragraph "1" of the Certificate of Incorporation is hereby amended to read as follows: "1. The name of the Corporation shall be WASTE STREAM MANAGEMENT, INC." 4. The above amendment to the Certificate of Incorporation was authorized by the written consent of all of the directors of the Corporation in lieu of a meeting of Directors, followed by the written consent of the holders, of all outstanding shares entitled to vote thereon in lieu of a meeting of shareholders. IN WITNESS WHEREOF, this Certificate has been executed the 18 day of B 548708 1 May, 1987. /s/ Chester G. Bisnett ----------------------------- CHESTER G. BISNETT, PRESIDENT /s/ James R. Bruno ----------------------------- JAMES R. BRUNO, SECRETARY STATE OF NEW YORK ) COUNTY OF ONEIDA )ss: JAMES R. BRUNO, being duly sworn, deposes and says: That he is the Secretary of WASTE SYSTEM MANAGEMENT, INC., the corporation described in and who signed the foregoing Certificate of Amendment; that he has read the foregoing Certificate and knows the contents thereof and that the same is true to his own knowledge. /s/ James R. Bruno ----------------------------- JAMES R. BRUNO, SECRETARY Sworn to before me this 17 day of May, 1987. /s/ [ILLEGIBLE] -------------------- NOTARY PUBLIC DANIEL S. COHEN, P.C ATTORNEY AT LAW 258 GENESEE ST UTICA, NEW YORK 13502 B548708 CERTIFICATE OF AMENDMENT OF WASTE SYSTEM MANAGEMENT, INC. UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW D.C STATE OF NEW YORK DEPARTMENT OF STATE FILED: SEP 25 1987 AMT. OF CHECK $70 FILING FEE $60 TAX $ ________ COUNTY FEE $ _____ COPY $ ________ CERT $ ________ REFUND $___________ SPEC HANDLE $10 BY: /s/ [ILLEGIBLE] ---------------- St. Lawrence DANIEL S.COHEN, P.C. ATTORNEYS AT LAW 258 GENESEE STREET UTICA, NEW YORK 13502 (315) 797-8066 nm assd 4-1-87 St.Law L# B478279-4 Orig: Chet Bisnett, Inc. 6-24-68 #504950 New Name OK JB 9/24 B 548708 028299 FILED SEP 25 8 04 AM '87 3 STATE OF NEW YORK } SS: DEPARTMENT OF STATE } I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE COPY OF SAID ORIGINAL. WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE DOS-1266(7/00) F981029000652 CERTIFICATE OF MERGER OF WS ACQUISITION, INC. AND WASTE-STREAM, INC. INTO WASTE-STREAM, INC. Under Section 904 of the Business Corporation Law We, the undersigned, being respectively the Vice President and Assistant Secretary of WS Acquisition, Inc., and the President and Secretary of Waste-Stream, Inc., certify: The Agreement and Plan of the Merger was adopted by the board of directors of each constituent corporation. 1. The name of each constituent corporation is as follows: WS Acquisition, Inc., and Waste-Stream, Inc. 2. The name of the surviving corporation is: Waste-Stream, Inc. 3. Waste-Stream, Inc. was initially incorporated under the name Chet Bisnett, Inc., which name was thereafter changed to Waste-Systems Management, Inc., which name was thereafter changed to Waste-Stream, Inc. 4. The number of outstanding shares of WS Acquisition, Inc. is ten (10) shares without par value, all of which are entitled to vote. The number of outstanding shares of Waste-Stream, Inc. is twenty-four (24) shares without par value, all of which shares are entitled to vote. 5. The Certificate of Incorporation of WS Acquisition, Inc., was filed by the Department of State on the 8th day of October, 1 1998 and the Certificate of Incorporation of Waste-Stream, Inc., was filed by the Department of State on June 24, 1965. 6. The Merger was authorized by the Unanimous Written Consent of all outstanding shares of WS Acquisition, Inc., entitled to vote thereon and by the Unanimous Written Consent of all outstanding shares of Waste-Stream, Inc., entitled to vote thereon. 7. The Merger shall be effective on the filing of this Certificate of Merger by the Department of State. IN WITNESS WHEREOF, the undersigned have each signed this certificate and affirmed the truth of the statements contained therein under penalty of perjury this 29th of October, 1998. WS ACQUISITION, INC. By: /s/ Jerry S. Cifor ----------------------------- Jerry S. Cifor, Vice President and Assistant Secretary 2 WASTE-STREAM, INC. By: /s/ Howard J. Cornwell ----------------------------- Howard J. Cornwell, President By: /s/ Chester W. Bisnett ---------------------------- Chester W. Bisnett, Secretary 3 F981029000652 CERTIFICATE OF MERGER OF WS ACQUISITION, INC. AND WASTE-STREAM, INC. INTO WASTE-STREAM, INC. Under Section 904 of the Business Corporation Law STATE OF NEW YORK DEPARTMENT OF STATE FILED OCT 29 1998 TAX $0 BY: JJW --------------- ST LAWRENCE [NATIONWIDE INFORMATION SERVICES INC LOGO] 52 James Street Albany, NY 12207 (800) 873-3482 (800) 234-8522 FAX * FILER: Jack Quigley Corporate Assistant Manager F981029000676 4 STATE OF NEW YORK } SS: DEPARTMENT OF STATE } I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE COPY OF SAID ORIGINAL. WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE DOS-1266(7/00) F920219000052 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION CT OF CT WASTE STREAM MANAGEMENT, INC. Under Section 805 of the Business Corporation Law The undersigned, being the President and Secretary of WASTE STREAM MANAGEMENT, INC., hereby certify that: FIRST: The name of the corporation is WASTE STREAM MANAGEMENT, INC. SECOND: The name under which it was formed is Chet Bisnett, Inc. THIRD: The certificate of incorporation of the corporation was filed by the Department of State on June 24, 1965. FOURTH: The certificate of incorporation is amended to change the name of the corporation by deleting the present Paragraph 1 and by inserting as a new Paragraph 1 the following: The name of the corporation is WASTE-STREAM INC. FIFTH: The foregoing amendment of the certificate of incorporation was authorized by unanimous written consent of the Board of Directors pursuant to Section 708 of the Business Corporation Law followed by action without a meeting by the holders of all of the outstanding shares entitled to vote thereon pursuant to Section 615 of the Business Corporation Law. IN WITNESS WHEREOF, the undersigned have signed this certificate on December 31, 1991 and affirm the statements contained herein as true under the penalties of perjury. /s/ Howard J. Cornwell ----------------------------- President: Howard J. Cornwell /s/ Chester W. Bisnett ---------------------------- Secretary: Chester W. Bisnett 1 F920219000052 CT -------------------------------------------------------------------------------- CERTIFICATE OF AMENDMENT of the CERTIFICATE OF INCORPORATION of WASTE STREAM MANAGEMENT, INC. Under Section 805 of the Business Corporation Law. -------------------------------------------------------------------------------- DATED: December 31, 1991 -------------------------------------------------------------------------------- STATE OF NEW YORK DEPARTMENT OF STATE FILED FILED FEB 19 1992 FEB 19 2 37 PM '92 TAX $___________ BY: MB ST LA BILLED EVANS, SEVERN, BANKERT & PEET 231 GENESEE STREET UTICA, NY 13501 RECEIVED FEB 18 11 14 AM '92 F920219000061 2