EX-3.7 9 a2108740zex-3_7.txt EXHIBIT 3.7 Exhibit 3.7 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 JUL 22 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF B. and C. Sanitation Corporation Under Section 402 of the Business Corporation Law The undersigned, for the purpose of forming a corporation under Section 402 of the Business Corporation Law, hereby certifies: 1. The name of the Corporation shall be B. and C. Sanitation Corporation. 2. The purposes for which it is formed are as follows: (a) To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York. The Corporation is not formed to engage in any act or activity requiring the concern or approval of any State official, Department, Board, Agency or other Body without such concern or approval first being obtained. (b) To purchase, acquire, hold, improve, sell, convey, assign, release, mortgage, encumber, lease, hire and deal in realty and personal property of every name and nature in any way necessary or helpful to carry out the purposes heretofore mentioned. 3. The office of the Corporation is to be located at Outer Maple Street, Potsdam, County of St. Lawrence, State of New York. 4. The aggregate number of shares which the Corporation shall have authority to issue is two hundred shares of common stock, all of which shall be of one class, without par value. 5. The Secretary of the State of New York is designated as the agent of the Corporation upon whom process against it may be served, and the post office 1 address to which the Secretary of State shall mail a copy of any such process served upon him is Outer Maple Street, Postdam, New York. 6. The subscriber is of the age of eighteen (18) years or over. In WITNESS WHEREOF, the undersigned has hereunto set his hand the 4th day of April, 1987. /s/ Chester G. Bisnett ------------------------------- CHESTER G. BISNETT Route 1, O'Brien Road Norwood, New York STATE OF NEW YORK) COUNTY OF ST. LAWRENCE )ss: On the 4th day of April, 1987, before me, the subscriber, personally appeared CHESTER G. BISNETT, to me personally known and known to me to be the same persons described in and who executed the foregoing instrument and they acknowledged to me that they executed the same. [SEAL] /s/ David N. Cobley ------------------------------------ Notary Public St. Lawrence Co., N.Y. My Commission Exps. 2 B482795 CERTIFICATE OF INCORPORATION OF B. AND C. SANITATION CORP. Under Section 402 of the Business Corporation Law STATE OF NEW YORK DEPARTMENT OF STATE FILED APR 13 1987 AMT. OF CHECK $ 120 FILING FEE $100 TAX $10 COUNTY FEE $______ COPY $______ REFUND $______ SPEC HANDLE $ 10 BY: /s/ [ILLEGIBLE] -------------------- /s/ [ILLEGIBLE] --------------- DANIEL S. COHEN, P.C. ATTORNEYS AT LAW 258 GENESEE STREET UTICA, NEW YORK 13502 (315) 797-8066 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 JUL 22, 2002. [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE CERTIFICATE OF MERGER OF BC ACQUISITION, INC. AND B. and C. SANITATION CORPORATION INTO B. and C. SANITATION CORPORATION Under Section 904 of the Business Corporation Law We, the undersigned, being respectively the Vice President and Assistant Secretary of BC Acquisition, Inc., and the President and Secretary of B. and C. Sanitation Corporation, 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: BC Acquisition, Inc. and B. and C. Sanitation Corporation 2. The name of the surviving corporation is: B. and C. Sanitation Corporation. 3. The number of outstanding shares of BC Acquisition, Inc. is ten (10) shares without par value, all of which are entitled to vote. The number of outstanding shares of B. and C. Sanitation Corporation is twenty seven (27) shares without par value, all of which shares are entitled to vote. 4. The Certificate of Incorporation of BC Acquisition, Inc., was filed by the Department of State on the 8th day of October, 1998 and the Certificate of Incorporation of B. and C. Sanitation 1 Corporation, was filed by the Department of State on April 13, 1987. 5. The Merger was authorized by the Unanimous Written Consent of all outstanding shares of BC Acquisition, Inc., entitled to vote thereon and by the Unanimous Written Consent of all outstanding shares of B. and C. Sanitation Corporation, entitled to vote thereon. 6. 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. BC ACQUISITION, INC. By: /s/ Jerry S. Cifor ---------------------------------- Jerry S. Cifor, Vice President and Assistant Secretary 2 B. and C. SANITATION CORPORATION By: /s/ Howard J.Cornwell ---------------------------------- Howard J. Cornwell, President By: /s/ Chester W. Bisnett ---------------------------------- Chester W. Bisnett, Secretary 3 F981029000688 CERTIFICATE OF MERGER OF BC ACQUISITION, INC. AND B. and C. SANITATION CORPORATION INTO B. and C. SANITATION CORPORATION Under Section 904 of the Business Corporation Law [NATIONWIDE INFORMATION SERVICES INC LOGO] 52 JAMES STREET ALBANY NY 12207 (800) 873-3482 (800) 234-8522 FAX * FILER: Jack Quigley Corporate Assistant Manager STATE OF NEW YORK DEPARTMENT OF STATE FILED OCT 29 1998 TAX $ 0 --------------- BY: [ILLEGIBLE] ------------------ ST. LAWRENCE 981029000710 4