EX-3.457 148 p16855a1exv3w457.htm EX-3.457 exv3w457
Exhibit 3.457
     
 
  State of Delaware
 
  Secretary of State
 
  Division of Corporations
 
  Delivered 07:00 PM 10/01/2008
 
  FILED 06:42 PM 10/01/2008
 
  SRV 081005434 - 4607547 FILE
CERTIFICATE OF INCORPORATION
OF
EAST CHICAGO COMPOST FACILITY, INC.
* * * * *
1. The name of the corporation is East Chicago Compost Facility, Inc. (the “Corporation”).
2. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
4. The Corporation shall have authority to issue one thousand (1,000) common shares, no par value.
5. The name and mailing address of the incorporator are as follows:
     
NAME   MAILING ADDRESS
Jo Lynn White
  18500 North Allied Way
Phoenix, Arizona 85054
The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation.
6. The initial Directors of the Corporation and their respective addresses are as follows:
     
NAME   MAILING ADDRESS
Donald W. Slager
  18500 North Allied Way
Phoenix, AZ 85054
 
    
Michael S. Burnett
  18500 North Allied Way
Phoenix, AZ 85054
 
    
Denise R. Danner
  18500 North Allied Way
Phoenix, AZ 85054
7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have the power to make, alter, amend, change, add to or repeal the bylaws of the Corporation.

 

 

8. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
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.
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 to the extent that the elimination or limitation of liability is prohibited under the DGCL as in effect when such liability is determined. No amendment or repeal of this provision shall deprive a director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.
11. Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation, as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
     IN WITNESS WHEREOF, the undersigned incorporator has caused this Certificate of Incorporation to be duly executed this 1st day of October, 2008.
         
     
  /s/ Jo Lynn White    
  Jo Lynn White, Incorporator   
     
 

2