EX-3.359 50 p16855a1exv3w359.htm EX-3.359 exv3w359
Exhibit 3.359
             
Submit the original
And one true copy
Registry Number:
[ILLEGIBLE]
   (SEAL)   SECRETARY OF STATE
Corporation Division
Business Registry
158 12th Street NE
Salem, OR 97310-0210
(503) 378-4166		   THIS SPACE FOR OFFICE USE ONLY 
501759-84
            
FILED
FEB 20 1996
SECRETARY OF STATE
ARTICLES OF INCORPORATION
Business Corporation
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
                     
ARTICLE 1:   Name of corporation: Capitol Recycling and Disposal, Inc.
 
                    
    Note: The name must contain the word “Corporation”, “Company”, “Incorporated” or “Limited”, or an abbreviation of one of such words.
 
                    
ARTICLE 2:   Number of shares the corporation will have authority to issue: 100
 
                    
ARTICLE 3:   Name of the initial registered agent: Gary Barton
 
                    
    Address of initial registered office (must be a street address in Oregon which is identical to the registered agent’s business office):
 
                    
 
   525 NW 2nd Street   Corvallis   Oregon     97330  
     
 
   Street and number   City       Zip code
 
                    
    Mailing address of registered agent (if different from the registered office):
 
                    
 
   PO Box 807   Corvallis   Oregon     97339  
     
 
   Street and number or PO box   City       Zip code
 
                    
ARTICLE 4:   Address where the Division may mail notices: (Attn:) Gary Barton
 
                    
 
   PO Box 807   Corvallis   OR     97339  
     
 
   Street and number or PO box   City   State   Zip code
 
                    
ARTICLE 5:   Name and address of each incorporator:
         
 
   Scott A. Fewel    
 
        
 
        
 
   456 SW Monroe # 101    
 
        
 
        
 
   Corvallis, OR 97330    
 
        

 

 

ARTICLES OF INCORPORATION
BUSINESS CORPORATION
PAGE 2 501759-84
Name of the corporation:           Capitol Recycling and Disposal, Inc.
         
ARTICLE 6:   Name and address of each director (optional):
 
        
 
        
 
        
 
        
 
        
 
        
 
        
ARTICLE 7:   Other optional provisions:
             
Execution:
   /s/ Scott A. Fewel   Scott A. Fewel   Incorporator
     
 
   Signature   Printed name   Title
 
            
 
           Incorporator
     
 
   Signature   Printed name   Title
         
Person to contact about this filing:
   Scott A. Fewel    541-752-5154
   
 
   Name   Daytime phone number
Make checks payable to the Corporation Division. Submit the completed form and fee to: Corporation Division, Business Registry, 158 12th Street NE Salem, Oregon 97310-0210.

 

 

FILED               
AUG 23 1999          
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
CAPITOL RECYCLING AND DISPOSAL, INC.
          1. The name of the corporation is Capitol Recycling and Disposal, Inc.
          2. The amendments adopted to the articles of incorporation are as follows, to add the following articles to the articles of incorporation:
“ARTICLE 7. ELIMINATION OF LIABILITY
     “A. To the fullest extent permitted by law, no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, except that this provision shall not eliminate or limit the liability of a director for any of the following:
     “1. Any act or omission occurring before the date this provision becomes effective;
     “2. Any breach of the director’s duty of loyalty to the corporation or its shareholders;
     “3. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
     “4. Any distribution to shareholders that is unlawful under the Oregon Business Corporation Act or successor statute; or
     “5. Any transaction from which the director derived an improper personal benefit.
     “B. Without limiting the generality of the foregoing, if the provisions of applicable law are further amended at any time, and from time to time, to authorize corporate action further eliminating the personal liability of directors and officers of the corporation, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by applicable law, as so amended.
     “C. No amendment to or repeal of this Article 7, or adoption of any provision of these Articles of Incorporation inconsistent with this Article 7, or a change in the law, shall adversely affect any elimination or limitation of liability, or other right or protection, that is based upon this Article 7 and pertains to any

 

 

act, conduct, omission, or circumstance that occurred or existed before the amendment, repeal, adoption, or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Article 7 unless the change in law specifically requires the reduction or elimination. No amendment to or repeal of this Article 7 shall apply to or have any effect on the liability or alleged liability of any director or officer of the corporation for or with respect to any acts or omissions before the amendment or repeal.”
“ARTICLE 8. INDEMNIFICATION
     “D. The corporation shall indemnify, to the fullest extent permitted by law, any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including any action, suit, or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or any of its subsidiaries, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation or any of its subsidiaries, or served or serves at the request of the corporation as a director or officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this Article 8 shall not be exclusive of any rights to which the person indemnified may otherwise be entitled under any provision of these Articles of Incorporation, the Bylaws, agreement, statute, policy of insurance, or otherwise.
     “E. Indemnification provided under this Article 8 shall continue to cover any director or officer after the person ceases to serve in that capacity and shall enure to the benefit of the person’s heirs, personal representatives, and administrators.
     “F. The right to indemnification conferred by this Article 8 shall be considered a contract right between the corporation and the person entitled to indemnity under this Article 8.
     “G. In addition to any rights set forth above in this Article 8, the corporation shall advance all reasonable expenses incurred by a director or officer who on behalf of the corporation is party to a proceeding, in advance of the proceeding to the fullest extent required or authorized under the law.”
          3. The date each amendment was adopted is 8/18, 1999.
Page 2 — ARTICLES OF AMENDMENT

 

 

          4. The amendments were approved by the shareholders. One hundred shares of the corporation are outstanding, 100 votes are entitled to be cast on the amendments, 100 votes were cast for the amendments, and no votes were cast against the amendments.
         
  Capitol Recycling and Disposal, Inc.
 		  
  By:   /s/ Gary A. Barton    
    Gary A. Barton, Vice President   
       
 
Page 3 — ARTICLES OF AMENDMENT