EX-3.98 100 a2108740zex-3_98.txt EXHIBIT 3.98 Exhibit 3.98 PAGE 1 DELAWARE THE FIRST STATE I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "PERC, INC." AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE FIFTH DAY OF MARCH, A.D. 1992, AT 4:30 O'CLOCK P.M. CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF MARCH, A.D. 1992, AT 1:30 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. [SEAL] /s/ Harriet Smith Windsor ----------------------------------------- Harriet Smith Windsor, Secretary of State 2290208 8100H AUTHENTICATION: 1782944 020316747 DATE: 05-17-02 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 03/05/1992 722065166 - 2290208 CERTIFICATE OF INCORPORATION OF PERC, INC. * * * * * 1. The name of the corporation is PERC, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is Ten Thousand (10,000); all of such shares shall be without par value. At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit. 5A. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS ---- --------------- L. J. Vitalo 1209 Orange Street Wilmington, DE 19801 K. A. Widdoes 1209 Orange Street Wilmington, DE 19801 M. A. Brzoska 1209 Orange Street Wilmington, DE 19801 5B. The name and mailing address of each parson, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows: NAME MAILING ADDRESS ---- --------------- Gerald L. Kuhr c/o KTI Energy, Inc. 7000 Blvd. East Guttenberg, NJ 07093 Martin J. Sergi c/o KTI Energy, Inc. 7000 Blvd. East Guttenberg, NJ 07093 Nicholas Menonna, Jr. c/o KTI Energy, Inc. 7000 Blvd. East Guttenberg, NJ 07093 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. WE, THE UNDERSIGNED, being each of the incorporation hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 5th day of March, 1992. /s/ L. J. Vitalo ---------------------- L. J. Vitalo /s/ K. A. Widdoes ---------------------- K. A. Widdoes /s/ M. A. Brzoska ---------------------- M. A. Brzoska STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:30 PM 03/24/1992 732084033 - 2290208 CERTIFICATE OF MERGER OF PERC, INC., A MAINE CORPORATION INTO PERC, INC., A DELAWARE CORPORATION * * * * * The undersigned corporation DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION ---- ---------------------- PERC, Inc. Maine PERC, Inc. Delaware SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware. THIRD: That the name of the surviving corporation of the merger is PERC, Inc., a Delaware Corporation, FOURTH: That the Certificate of Incorporation of PERC, Inc., a Delaware Corporation, which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation. FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is c/o Kuhr Technologies, Inc., 7000 Blvd. East, Guttenberg, NJ 07093. SIXTH: That a copy of the Agreement of Merger will be furnished on request and without cost to any stockholder of any constituent corporation. SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:
Corporation Class Number of Shares Par Value per share or statement that shares are without par value PERC, Inc., Common 10,000 Without par value a Maine corporation
EIGHTH: That this Certificate of Merger shall be effective on its date of filing in the office of the Secretary of State of Delaware. Dated: March 18, 1992 PERC, Inc., a Delaware corporation By: /s/ Martin J. Sergi -------------------------------- Martin J. Sergi Vice President and Chief Financial Officer ATTEST: BY: /s/ Nicholas Menonna, Jr. --------------------------------- Nicholas Menonna, Secretary CMK/47550/104.AE9 2