EX-3.62 64 a2108740zex-3_62.txt EXHIBIT 3.62 Exhibit 3.62 STATE OF NEW JERSEY DEPARTMENT OF TREASURY FILING CERTIFICATION (CERTIFIED COPY) KTI ENVIRONMENTAL GROUP, INC. I, THE TREASURER OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY, THAT THE ABOVE NAMED BUSINESS DID FILE AND RECORD IN THIS DEPARTMENT THE BELOW LISTED DOCUMENT(S) AND THAT THE FOREGOING IS A TRUE COPY OF THE CERTIFICATE OF INCORPORATION AND AMENDMENTS, MERGER NAME CHANGE AS THE SAME IS TAKEN FROM AND COMPARED WITH THE ORIGINAL(S) FILED IN THIS OFFICE ON THE DATE SET FORTH ON EACH INSTRUMENT AND NOW REMAINING ON FILE AND OF RECORD IN MY OFFICE. IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL SEAL AT TRENTON, THIS 14TH DAY OF JUNE, 2002 /s/ John E. McCormac JOHN E. McCORMAC, CPA STATE TREASURER [SEAL] CERTIFICATE OF INCORPORATION OF Kuhr Technologies, Inc. THIS IS TO CERTIFY THAT there is hereby organized a corporation under and by virtue of N. J. S. 14A:1-1 et seq., the "New Jersey Business Corporation Act." FIRST: The name of the corporation is Kuhr Technologies, Inc. SECOND: The address of the corporation's initial registered office is 1 Essex Street, P. O. Box 366, Hackensack, New Jersey 07602. The name of the registered agent at such address is Myron D. Milch, Esq. THIRD: The purpose for which this corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the "New Jersey Business Corporation Act." N. J. S. 14A:1-1 et seq. FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 2,500 shares without par value. FIFTH: The number of directors constituting the initial Board of Directors of this corporation is one (1). The name and address of each person who is to serve as such Director is: Gerald L. Kuhr, 116 Dock Pond Road, Glen Cove, New York, 11542 SIXTH: The name and address of the incorporator is Capitol Information Service, Inc., 156 West State Street, Trenton, N.J. 08608. In Witness Whereof, each individual incorporator, being over eighteen years of age has signed this certificate; or if the incorporator be a corporation has caused this certificate to be signed by its duly authorized officers this 8th day of November 1982. /s/ Deborah A. Jenkins ---------------------------------- Deborah A. Jenkins, Executive Vice President Capitol Information Service, Inc. 156 West State Street Trenton, N.J. 08608 FILED FOR: Myron D. Milch, Esq. 1 Essex Street P. O. Box 366 Hackensack, New Jersey 07602 0100180892 FILED NOV 9, 1982 JANE BURGIO Secretary of State FILED MAR 7, 1983 JANE BURGIO Secretary of State CERTIFICATE OF MERGER OF KUHR TECHNOLOGIES, LTD., A NEW YORK CORPORATION INTO KUHR TECHNOLOGIES, INC., A NEW JERSEY CORPORATION PURSUANT TO N.J.S.A. 14A:10-4 The undersigned, Charles J. Stern and Gerald L. Kuhr, being, respectively, the President and Secretary of Kuhr Technologies, Ltd., a domestic corporation duly organized and existing under and by virtue of the laws of the State of New York, and Gerald L. Kuhr, being the President and Secretary of Kuhr Technologies, Inc., a foreign corporation duly organized and existing under and by virtue of the laws of the State of New Jersey, do hereby certify and set forth the following: 1. The Plan of Merger is as follows: (a) The corporation that is merging is Kuhr Technologies, Ltd., a New York corporation. The corporation into which Kuhr Technologies, Ltd. is to be merged is Kuhr Technologies, Inc., a New Jersey corporation, which shall be called the surviving corporation. (b) Kuhr Technologies, Ltd., the merging corporation, is authorized to issue 200 shares of [ILLEGIBLE] par value, of which 120 shares have been issued. [ILLEGIBLE] class of stock is authorized. Kuhr Technologies, [ILLEGIBLE] surviving corporation, is authorized to issue 2500 [ILLEGIBLE] no par value common stock, of which 300 shares have [ILLEGIBLE] before this merger. No other class of stock is authorized. (c) The terms of the merger are as follows: each share of common stock in Kuhr Technologies, Ltd., shall be converted into an equal number of shares of common stock of Kuhr Technologies, Inc. (d) There are no amendments or changes in the Certificate of Incorporation of Kuhr Technologies, Inc., the surviving corporation, to be effected by this merger. 2. With respect to Kuhr Technologies, Ltd., the merging corporation, the number of shares entitled to vote thereon is 120 shares of common stock with no par value. None of the shares are entitled to vote thereon as a class. With respect to Kuhr Technologies, Inc., the surviving corporation, the number of shares entitled to vote thereon is 300 shares of common stock with no par value. None of the shares are entitled to vote thereon as a class. 3. With respect to Kuhr Technologies, Ltd., the merging corporation, 100 shares of common stock voted in favor of the Plan, and there were no shares that voted against the Plan. With respect to Kuhr Technologies, Inc., the surviving corporation, there were 300 shares of common stock that voted for the Plan, and there were no shares that voted against the Plan. No shares of either Kuhr Technologies, Ltd., the merging corporation, or Kuhr Technologies, Inc., the surviving corporation, are entitled to vote as a class. 4. The merger is to become effective on the date that the Certificate of Merger is filed with the Secretary of State. IN WITNESS WHEREOF, the undersigned have executed and sealed this Certificate this 16 day of December, 1982. Attest: KUHR TECHNOLOGIES, LTD. /s/ Gerald L. Kuhr By: /s/ Charles J. Stern ------------------------------------- --------------------------- GERALD L. KUHR CHARLES J. STERN, PRESIDENT SECRETARY -2- Attest: KUHR TECHNOLOGIES, INC. /s/ Gerald L. Kuhr By: /s/ Gerald L. Kuhr ---------------------- --------------------------- GERALD L. KUHR, GERALD L. KUHR, PRESIDENT SECRETARY STATE OF NEW JERSEY ) SS: COUNTY OF BERGEN ) BE IT REMEMBERED, that on DECEMBER 16 1982, before me, the subscriber, MYRON D. MILCH, ESQUIRE personally appeared Gerald L. Kuhr who, being by me duly sworn on his oath, deposes and makes proof to my satisfaction, that he is the Secretary of Kuhr Technologies, Ltd., the Corporation named in the within Instrument,; that Charles J. Stern is the President of said Corporation; that the execution, as well as the making of this Instrument, has been duly authorized by a proper resolution of the Board of Directors of the said Corporation; that deponent well knows the corporate seal of said Corporation; and that the seal affixed to said Instrument is the proper corporate seal and was thereto affixed and said Instrument signed and delivered by said President as and for the voluntary act and deed of said Corporation, in presence of deponent, who thereupon subscribed his name thereto as attesting witness. Sworn to and subscribed before me, the data aforesaid. /s/ Myron D. Milch ---------------------- --------------------------- -3- PLAN OF MERGER Pursuant to Section 902 of the New York State Business Corporation Law and pursuant to N.J.S.A. 14A:10-1, the Board of Directors of Kuhr Technologies, Ltd., a New York corporation, hereby adopts the following Plan of Merger of Kuhr Technologies, Ltd. into Kuhr Technologies, Inc., a New Jersey corporation: 1. The corporation that is merging is Kuhr Technologies, Ltd., a New York corporation. The corporation into which Kuhr Technologies, Ltd. is to be merged is Kuhr Technologies, Inc., a New Jersey corporation, which shall be called the surviving corporation. 2. Kuhr Technologies, Ltd., the merging corporation, is authorized to issue 200 shares of stock without par value, of which 120 shares have been issued. No other class of stock is authorized. Kuhr Technologies, Inc., the surviving corporation, is authorized to issue 2500 shares of no par value common stock, of which 300 shares have been issued before this merger. No other class of stock is authorized. 3. The terms of the merger are as follows: each share of common stock in Kuhr Technologies, Ltd., shall be converted into an equal number of shares of common stock of Kuhr Technologies, Inc. 4. There are no amendments or changes in the Certificate of Incorporation of Kuhr Technologies, Inc., the surviving corporation, to be effected by this merger. FILED NOV 28, 1983 JANE BURGIO Secretary of State AMENDMENT TO CERTIFICATE OF INCORPORATION OF KUHR TECHNOLOGIES, INC. The undersigned, in conformance with the New Jersey Business Corporation Act, does hereby adopt the following amendments to the Certificate of Incorporation: 1. The name of the Corporation is Kuhr Technologies, Inc. 2. The following amendments to the Certificate of Incorporation have been adopted by the Shareholders on November 17, 1983: (a) Paragraph Fourth is amended in its entirety to read as follows: The corporation shall have the authority to issue shares as follows: (a) Five million common shares without par value; (b) Three hundred Class A preferred shares with par value of $.01, convertible by the holder thereof under certain conditions to common shares at a ratio of one thousand common shares for each Class A preferred share, subject to redemption at par value by the Corporation if the conversion option is not exercised. The Class A preferred shares shall be non-voting and shall be entitled to no dividend; and (c) Three hundred shares of Class B preferred shares with par value of $.01, convertible by the holder thereof under conditions to common shares at a ratio of one thousand common shares for each Class B preferred share, subject to redemption at par value by the Corporation if the conversion option is not exercised. The Class B preferred shares shall be non-voting and shall be entitled to no dividend. (d) The Class A and Class B preferred shares shall have liquidation preference over common shares to the extent of $.01 per share. (b) Paragraph Second is amended in its entirety to read as follows: The name and address of the registered agent of the Corporation is Matthew Burns, Esq. 40 Journal Square Jersey City, New Jersey 07306 3. The number of shares entitled to vote on the Amendment is 1,500. 4. All issued and outstanding shares voted in favor of the Amendment. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th day of November, 1983. KUHR TECHNOLOGIES, INC. ATTEST: By: /s/ Nicholas Menonna, Jr. --------------------------- /s/ Gerald L. Kuhr NICHOLAS MENONNA, JR., ------------------------------------- Vice President GERALD L. KUHR, Secretary ACKNOWLEDGEMENT STATE OF NEW JERSEY) ss: COUNTY OF BERGEN ) BE IT REMEMBERED, that on November 17, 1983, before me, the subscriber, a Notary-Public of New Jersey personally appeared GERALD L. KUHR who, being by me duly sworn on his oath, deposes and makes proof to my satisfaction that he is the Secretary of Kuhr Technologies, Inc., the Corporation named in this Instrument; that NICHOLAS MENONNA, JR. is the Vice President of the Corporation; that the execution, as well as the making of this Instrument has been duly authorized by proper resolutions of the Board of Directors and Shareholders of the Corporation; and that the seal affixed to this Instrument is the proper corporate seal and was hereto affixed and the Instrument signed and delivered by the Vice President as and for the voluntary act and deed of the Corporation, in the presence of the Secretary, who thereupon subscribe his name thereto as attesting witness. /s/ Barbara Furnari --------------------------- BARBARA FURNARI NOTARY PUBLIC OF NEW JERSEY My Commission Expires Oct. 8, 1985 FILED FEB 28 1984 JANE BURGIO Secretary of State CERTIFICATE OF DIVISION OF COMMON SHARES OF KUHR TECHNOLOGIES, INC. The undersigned, in conformance with the New Jersey Business Corporation Act, does hereby adopt this Certificate of Division of Common Shares. 1. The name of the Corporation is Kuhr Technologies, Inc. 2. The Board of Directors of the Corporation approved the division of common shares of the Corporation on February 28, 1984. 3. The division of common shares of the Corporation will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series, and will not increase the number of authorized but unissued shares. 4. The Corporation has 1,500 outstanding shares of common stock. Under the terms of the division, this common stock will be increased to 1,000,000 shares, or a division of 666.667 shares of each outstanding share of common stock. 5. No amendment is currently being made to the Certificate of Incorporation. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27 day of February, 1984. KUHR TECHNOLOGIES, INC. ATTEST: /s/ Nicholas Menonna Jr. By: /s/ Gerald L. Kuhr ----------------------------- --------------------------- Nicholas Menonna, Jr. Gerald L. Kuhr Secretary President 0100180892 FILED MAR 13 1984 JANE BURGIO Secretary of State AMENDMENT TO CERTIFICATE OF INCORPORATION OF KUHR TECH- NOLOGIES, INC. The undersigned, in conformance with the New Jersey Business Corporation Act, does hereby adopt the following amendment to the Certificate of Incorporation: 1. The name of the Corporation is Kuhr Technologies, Inc. 2. The following amendment to the Certificate of Incorporation has been adopted by the Shareholders on March , 1984: (a) Paragraph Fourth is amended in its entirety to read as follows: The corporation shall have the authority to issue five million common shares without par value: 3. The number of shares entitled to vote on the Amendment is 1,000,000.52. 4. All issued and outstanding shares voted in favor of the Amendment. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 9th day of March, 1984. 0100180892 KUHR TECHNOLOGIES, INC. By: /s/ Gerald L. Kuhr --------------------------- ATTEST: Gerald L. Kuhr, President /s/ Nicholas Menonna Jr. ----------------------------- Nicholas Menonna, Jr., Secretary FILED MAR 13 1984 JANE BURGIO Secretary of State ACKNOWLEDGEMENT STATE OF NEW JERSEY) ss: COUNTY OF BERGEN ) BE IT REMEMBERED, that on March 9, 1984, before me, the subscriber, a Notary-Public of New Jersey, personally appeared Nicholas Menonna, Jr. who, being by me duly sworn on his oath, deposes and makes proof to my satisfaction that he is the Secretary of Kuhr Technologies, Inc., the Corporation named in this Instrument; that Gerald L. Kuhr is the President of the Corporation; that the execution, as well as the making of this Instrument has been duly authorized by proper resolutions of the Board of Directors and Shareholders of the Corporation; and that the seal affixed to this Instrument is the proper corporate seal and was hereto affixed and the Instrument signed and delivered by the President as and for the voluntary act and deed of the Corporation, in the presence of the Secretary, who thereupon subscribe his name thereto as attesting witness. /s/ Nicholas Menonna, Jr. ---------------------------------- BARBARA FURNARI NOTARY PUBLIC OF NEW JERSEY My Commission Expires Oct. 8, 1985 AMC FILED DEC 22 1997 LONNA R. HOOKS Secretary of State CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF Kuhr Technologies, Inc. Pursuant to the provisions of Sections 14A:17-15.1 (3), 14A:9-2 (2) and 14:9-4 (2), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation: 1. The name of the corporation is Kuhr Technologies, Inc. (the "Corporation"). 2. The following amendment to the Certificate of Incorporation, as amended, of the Corporation combining the issued shares of the Corporation was adopted by the Board of Directors of the Corporation on April 30, 1997 and thereafter duly adopted by the Shareholders of the Corporation on June 10, 1997 Resolved that Paragraph Fourth (a) of the Certificate of Incorporation be amended to read in its entirety as follows: "(a) 333 common shares without par value;" 3. The number of shares entitled to vote upon the amendment was 1,094,580. 4. The number of shares voting for, against and abstaining from voting for such amendment are as follows: Number of Shares Voting For Amendment: 907,025 Number of Shares Voting Against Amendment: -0- Number of Shares Abstaining From Voting: 187,555
5. The class of the Corporation's stock subject to the combination is its common shares, no par value. The shares are to be combined on a one share for each fifteen thousand share basis. No fractional shares will be issued as a result of the combination. Shareholders will receive cash in the amount of five cents per old share in lieu of fractional shares to which they would otherwise be entitled. 6. The amendment to the Certificate of Amendment, as previously amended, shall become effective at the close of business on the date of filing. In witness whereof, the Corporation has caused this Certificate of Amendment to be executed on its behalf this 8th day of December, 1997. Kuhr Technologies, Inc. By: /s/ Robert E. Wetzel --------------------------- Name: Robert E. Wetzel Title: Senior Vice President B47614 651935 0100180892 MRG FILED MAR 13 1998 LONNA R. HOOKS SECRETARY OF STATE CERTIFICATE OF MERGER OF KTI ENVIRONMENTAL GROUP, INC. INTO KUHR TECHNOLOGIES, INC. To: The Secretary of State State of New Jersey Pursuant to the provisions of Section 14A:10-1 and Section 14A:10-4.1, Corporations, General, of the New Jersey Statutes, the undersigned corporations hereby execute the following Certificate of Merger. ARTICLE ONE KTI ENVIRNMENTAL GROUP, INC., a corporation organized and existing under the laws of the State of New Jersey shall be merged into KUHR TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey, which is hereinafter designated as the surviving corporation, hereby changes it's name to KTI ENVIRONMENTAL GROUP, INC. The address of the surviving corporation's registered office is 7000 BOULEVARD EAST, GUTTENBERG, NEW JERSEY 07093 and the name of its registered agent at such address is ROBERT E. WETZEL. The total authorized capital stock of the surviving corporation shall be 333 shares, itemized by classes, par value of shares, without par value, and series, if any, within a class as follows:
Par Value Per Share Series or statement shares are without par Class (if any) Number of Shares value Common None 333 Without Par Value
S387240 J732748 J732751 (N.J.-2041) 0100180892 ARTICLE TWO The following plan of merger was approved by each of the undersigned corporations in the manner prescribed by the New Jersey Corporation Act: The name of the surviving corporation shall be changed to KTI Environmental Group, Inc The by-laws of KUHR TECHNOLOGIES, INC. shall remain and be the by-laws of the corporation which shall survive the merger until the same shall be altered or amended according to the provisions thereof and in the manner permitted by the statutes of the State of New Jersey, or by this certificate. The following amendments shall be made to the Certificate of Incorporation of KUHR TECHNOLOGIES, INC. The first annual meeting of the shareholders of the corporation which shall survive the merger, to be held after the effective date of the merger, shall be the annual meeting provided, or to be provided by the by-laws of the said corporation, for the year 1998. All persons, who at the date when the Certificate of Merger shall become effective, shall be the executive or administrative officers of KUHR TECHNOLOGIES, INC., shall be and remain like officers of the corporation which shall survive the merger until the board of directors of such corporation shall elect their respective successors. The chairman of the board, or the president or a senior vice-president of each of the corporations, parties to this merger, shall sign this certificate on behalf of their respective corporations. This certificate shall then be submitted to the shareholders of each of the corporation's parties hereto, at a meeting thereof, separately called and held for the purpose of considering and taking action upon the proposed merger. At each such meeting this merger shall be considered and a vote taken thereon in the manner prescribed by Section 14A:10-3 Corporations, General, of the New Jersey Statutes. A meeting of the board of directors of the corporation which shall survive this merger shall be held as soon as practicable after the date on which this merger shall become effective and may be called in the manner provided in the by-laws of the corporation which shall survive the merger for the calling of special meeting of the board of directors and may be held at the time and place specified in the notice of the meeting. The corporation which shall survive the merger shall pay all expenses of carrying this agreement into effect and of accomplishing this merger. When the merger shall have become effective, all and singular, the rights, privileges, powers and franchises of each of the corporations, parties to this merger, whether of a public or a private nature, and all property, real personal and mixed, and all debts due to each of said corporations, on whatever account as well for stock subscriptions as all other things in action or belonging to either of the said corporations shall be vested in the corporation which shall survive this merger; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the corporations which shall survive this merger as they were of the corporations, parties hereto, and the title to any real or personal property, whether by deed or otherwise, vested in each of the corporations, parties hereto, shall not revert or be in any way unimpaired by reason hereof; provided, however, that all rights of creditors and all liens upon any property of each of the corporations, parties hereto, shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the time of the said merger, and all debts, liabilities and duties of KTI ENVIRONMENTAL GROUP, INC. shall thenceforth attach to the corporation which shall survive this merger and may be enforces against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. If at any time the corporation which shall survive the merger shall consider or be advised that any further assignment for assurances in law or any things are necessary or desirable to vest in the said corporation, (N.J.-2041) according to the terms hereof, the title to any property or rights of KTI ENVIRONMENTAL GROUP, INC. the Proper Officers and Directors of said KTI ENVIRONMENTAL GROUP, INC. shall and will execute and make all such proper assignments and assurances in law and so all things necessary or proper to vest title in such proper assignments and assurances in law and do all things necessary or proper to vest title in such property or tights in the corporation which shall survive the merger and otherwise to carry out the purposes of this Certificate o Merger. ARTICLE THREE As to each corporation whose shareholders are entitled to vote, the number of shares entitled to vote, and the number and designation of the shares of any class or series entitled to vote as a class, are:
Total No. of Shares Number Designation of each Entitled to Vote of Shares Class or Series of each such Entitled to Entitled to Vote as a Class or Series Name of Corporation Vote Class (if any) (if any) KUHR TECHNOLOGIES. INC. 333 COMMON 333 KTI ENVIRONMENTAL GROUP, INC 905,000 COMMON 905,000
ARTICLE FOUR As to each corporation whose shareholders are entitled to vote, the number of shares voted for and against the plan respectively, and the number of shares of any class entitled to vote as a class that voted for and against the plan, are:
Total Total Shares Shares Shares Shares Voted Vote Voted Voted Name of Corporation For Against Class For Against KUHR TECHNOLOGIES, INC. 333 0 COMMON KTI ENVIRONMENTAL GROUP, INC. 905,000 0 COMMON
The date or dates of approval by the shareholders of each corporation of the plan of merger is (are):
Corporation: KUHR TECHNOLOGIES, INC. date of shareholder approval: MARCH 3, 1998 Corporation: KTI ENVIORNMENTAL GROUP, INC. date of shareholder approval: MARCH 3, 1998
(N.J.-2041) ARTICLE FIVE The plan of merger was approved by the board of directors of KUHR TECHNOLOGIES, INC., the surviving corporation ARTICLE SIX The effective date of this certificate shall be MARCH 19,1998. IN WITNESS WHEREOF each of the undersigned corporations has caused this Certificate of Merger to be executed in its name by its PRESIDENT, as of the 3rd day of MARCH, 1998. KUHR TECHNOLOGIES, INC. by /s/ Martin J. Sergi -------------------------- RSW MARTIN J. SERGI, President KTI ENVIRONMENTAL GROUP, INC. by /s/ Martin J. Sergi -------------------------- RSW MARTIN J. SERGI, President (N.J.-2041) MRG FILED MAY 20 1998 LONNA R. HOOKS SECRETARY OF STATE CERTIFICATE OF MERGER OF KTI LIMITED PARTNERS, INC. INTO KTI ENVIRONMENTAL GROUP, INC. To: The Secretary of State State of New Jersey Pursuant to the provisions of Section 14A:10-1 and Section 14A:10-4.1, Corporations, General, of the New Jersey Statutes, the undersigned corporations hereby execute the following Certificate of Merger. ARTICLE ONE KTI Limited Partners, Inc., a corporation organized and existing under the laws of the State of Delaware shall be merged into KTI Environmental Group, Inc., a corporation organized and existing under the laws of the State of New Jersey, which is hereinafter designated as the surviving corporation. The address of the surviving corporation's registered office is 7000 Boulevard East, Guttenberg, New Jersey 07093 and the name of its registered agent at such address is Robert E. Wetzel. The total authorized capital stock of the surviving corporation shall be 333 shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class as follows:
Par Value Per Share Series or statement shares are without par Class (if any) Number of Shares value Common None 333 Without Par Valve
0100180892 ARTICLE TWO The following plan of merger was approved by each of the undersigned corporations in the manner prescribed by the New Jersey Corporation Act: The name of the surviving corporation is KTI Environmental Group, Inc The by-laws of KTI Environmental Group, Inc. shall remain and be the by-laws of the corporation which shall survive the merger until the same shall be altered or amended according to the provisions thereof and in the manner permitted by the statutes of the State of New Jersey, or by this certificate. The following amendments shall be made to the Certificate of Incorporation of KTI Environmental Group, Inc. The first annual meeting of the shareholders of the corporation which shall survive the merger, to be held after the effective date of the merger, shall be the annual meeting provided, or to be provided by the by-laws of the said corporation, for the year 1998. All persons, who at the date when the Certificate of Merger shall become effective, shall be the executive or administrative officers of KTI Environmental Group, Inc., shall be and remain like officers of the corporation which shall survive the merger until the board of directors of such corporation shall elect their respective successors. The chairman of the board, or the president or a senior vice-president of each of the corporations, parties to this merger, shall sign this certificate on behalf of their respective corporations. This certificate shall then be submitted to the shareholders of each of the corporation's parties hereto, at a meeting thereof, separately called and held for the purpose of considering and taking action upon the proposed merger. At each such meeting this merger shall be considered and a vote taken thereon in the manner prescribed by Section 14A:10-3 Corporations, General, of the New Jersey Statutes. A meeting of the board of directors of the corporation which shall survive this merger shall be held as soon as practicable after the date on which this merger shall become effective and may be called in the manner provided in the by-laws of the corporation which shall survive the merger for the calling of special meeting of the board of directors and may be held at the time and place specified in the notice of the meeting. The corporation, which shall survive the merger, shall pay all expenses of carrying this agreement into effect and of accomplishing this merger. When the merger shall have become effective, all and singular, the rights, privileges, powers and franchises of each of the corporations, parties to this merger, whether of a public or a private nature, and all property, real personal and mixed, and all debts due to each of said corporations, on whatever account as well for stock subscriptions as all other things in action or belonging to either of the said corporations shall be vested in the corporation which shall survive this merger; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the corporations which shall survive this merger as they were of the corporations, parties hereto, and the title to any real or personal property, whether by deed or otherwise, vested in each of the corporations, parties hereto, shall not revert or be in any way unimpaired by reason hereof; provided, however, that all rights of creditors and all liens upon any property of each of the corporations, parties hereto, shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the time of the said merger, and all debts, liabilities and duties of KTI Limited Partners, Inc. shall thenceforth attach to the corporation which shall survive this merger and may be enforces against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. If at any time the corporation which shall survive the merger shall consider or be advised that any further assignment for assurances in law or any things are necessary or desirable to vest in the said corporation, (N.J.-2041) according to the terms hereof, the title to any property or rights of KTI Limited Partners, Inc. the Proper Officers and Directors of said KTI Limited Partners, Inc. shall and will execute and make all such proper assignments and assurances in law and so all things necessary or proper to vest title in such proper assignments and assurances in law and do all things necessary or proper to vest title in such property or tights in the corporation which shall survive the merger and otherwise to carry out the purposes of this Certificate of Merger. ARTICLE THREE As to each corporation whose shareholders are entitled to vote, the number of shares entitled to vote, and the number and designation of the shares of any class or series entitled to vote as a class, are:
Total No. of Shares Number Designation of each Entitled to Vote of Shares Class or Series of each such Entitled to Entitled to Vote as a Class or Series Name of Corporation Vote Class (if any) (if any) KTI Environmental Group, Inc. 333 COMMON 333 KTI Limited Partners, Inc. 1,000 COMMON 1,000
ARTICLE FOUR As to each corporation whose shareholders are entitled to vote, the number of shares voted for and against the plan respectively, and the number of shares of any class entitled to vote as a class that voted for and against the plan, are:
Total Total Shares Shares Shares Shares Voted Voted Voted Voted Name of Corporation For Against Class For Against KTI Environmental Group, Inc. 333 0 Common KTI Limited Partners, Inc. 1,000 0 Common
The date or dates of approval by the shareholders of each corporation of the plan of merger is (are): Corporation: KTI Limited Partners, Inc. date of shareholder approval: May 29, 1998 Corporation: KTI Environmental Group, Inc. date of shareholder approval: May 29, 1998
(N.J.-2041) ARTICLE FIVE The plan of merger was approved by the board of directors of KTI Environmental Group, Inc., the surviving corporation ARTICLE SIX The effective date of this certificate shall be March 29, 1998. IN WITNESS WHEREOF each of the undersigned corporations has caused this Certificate of Merger to be executed in its name by its President, as of the 13th day of May, 1998. KTI Limited Partners, Inc. by /s/ Martin J. Sergi ---------------------------- Martin J. Sergi, President KTI Environmental Group, Inc. by /s/ Martin J. Sergi ---------------------------- Martin J. Sergi, President