EX-3.19 21 a2108740zex-3_19.txt EXHIBIT 3.19 Exhibit 3.19 [LOGO] STATE OF VERMONT OFFICE OF SECRETARY OF STATE I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF ARTICLES OF INCORPORATION FOR CASELLA TRANSPORTATION, INC. JUNE 7, 2002 GIVEN UNDER MY HAND AND THE SEAL OF THE STATE OF VERMONT, AT MONTPELIER, THE STATE CAPITAL /s/ Deborah L. Markowitz DEBORAH L. MARKOWITZ SECRETARY OF STATE [SEAL] VERMONT SECRETARY OF STATE LOCATION: 81 RIVER STREET MAIL: 109 STATE STREET MONTPELIER, VT 05609-1104 (802) 828-2386 ARTICLES OF INCORPORATION CORPORATE NAME: CASELLA TRANSPORTATION, INC. (THE NAME MUST END WITH ONE OF THESE ENDINGS CORPORATION, INCORPORATED, COMPANY, LIMITED OR AN ABBREV. THEREOF) NAME OF REGISTERED AGENT: MILLER, EGGLESTON & CRAMER, LTD. A REGISTERED AGENT IS AN INDIVIDUAL OR A DOMESTIC OR FOREIGN CORPORATION, PROFIT OR NON-PROFIT, WHOSE BUSINESS OFFICE IS IDENTICAL TO THE ADDRESS OF THE REGISTERED OFFICE. THE REGISTERED OFFICE MUST BE LOCATED IN VERMONT. A REGISTERED AGENT RECEIVES VARIOUS KINDS OF LEGAL NOTICES, INCLUDING SERVICE OF PROCESS FOR THE CORPORATION. A CORPORATION CANNOT ACT AS ITS OWN REGISTERED AGENT. ADDRESS OF REGISTERED OFFICE: 150 S. CHAMPLAIN ST., P.O. BOX 1489, BURLINGTON, VT 05402-1489 OPERATING YEAR: APRIL 30 WILL BE DESIGNATED AS YOUR FISCAL YEAR END UNLESS YOU PROVIDE A DIFFERENT DATE. EVERY CORPORATION HAS PERPETUAL DURATION, UNLESS OTHERWISE STATED ______________ PLEASE CHECK THE BOX THAT APPLIES FOR YOUR CORPORATION: /X/ GENERAL CORPORATION (T.11A) / / PROFESSIONAL CORPORATION (T.11, CH.3) / / CLOSE CORPORATION (T.11A, CH.20) NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE: 10,000 SHARES OF COMMON STOCK, NO PAR VALUE ANNUAL REPORT: EACH CORPORATION UNDER THIS TITLE IS REQUIRED TO FILE AN ANNUAL REPORT WITHIN 2-1/2 MONTHS OF THE CLOSE OF ITS FISCAL YEAR END. FAILURE TO FILE THIS REPORT WILL RESULT IN TERMINATION OF THE CORPORATE CHARTER. CONTACT THE SECRETARY OF STATE FOR THE ANNUAL REPORT FORM. PURPOSE: EVERY CORPORATION IS CONSIDERED AS BEING ORGANIZED FOR THE PURPOSE OF ENGAGING IN ANY LAWFUL BUSINESS UNLESS A MORE LIMITED PURPOSE IS SET FORTH IN THE ARTICLES OF INCORPORATION. CORPORATIONS ENGAGING IN BUSINESSES THAT ARE SUBJECT TO REGULATION BY CERTAIN STATE AGENCIES MAY INCORPORATE ONLY IF PERMITTED BY, AND SUBJECT TO ALL LIMITATIONS OF THE STATUTES WHICH CONTROL THESE BUSINESSES. THESE CORPORATIONS INCLUDE: (1) BANKS, SAVINGS AND LOAN ASSOCIATIONS, CREDIT UNIONS, AND OTHER FINANCIAL INSTITUTIONS REGULATED UNDER TITLE 8; (2) INSURANCE COMPANIES REGULATED UNDER TITLE 8; (3) PUBLIC SERVICE UTILITIES REGULATED UNDER TITLE 30; (4) RAILROAD COMPANIES REGULATED UNDER TITLE 19; AND (5) PROFESSIONAL CORPORATIONS REGULATED UNDER CHAPTER 3 OF TITLE 11. STATE THE PURPOSE HERE. ANY LAWFUL BUSINESS PROFESSIONAL CORPORATIONS: (11 VSA, CHAPTER 3) PROFESSIONAL CORPORATIONS MUST PROVIDE THE FOLLOWING ADDITIONAL INFORMATION: THE NAME, ADDRESS, LICENSE NUMBER AND EXPIRATION DATE OF LICENSE FOR EACH INCORPORATOR, OFFICER, DIRECTOR AND SHAREHOLDER. (A CERTIFICATE FROM THE PROPER REGULATING BOARD MUST BE ATTACHED) NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS DIRECTORS: NAMES AND ADDRESSES OF THE INDIVIDUALS WHO WILL SERVE AS THE INITIAL BOARD OF DIRECTORS: JOHN W. CASELLA, 25 GREENS HILL LANE, RUTLAND, VT 05702 DOUGLAS R. CASELLA, 25 GREENS HILL LANE, RUTLAND, VT 05702 JAMES W. BOHLIG, 25 GREENS HILL LANE, RUTLAND, VT 05702 ONE OR MORE NATURAL PERSONS OF MAJORITY AGE (18) MAY ACT AS INCORPORATOR BY SIGNING BELOW. SIGNATURE OF INCORPORATOR: /s/ Catherine Kronk ------------------------------------- CATHERINE KRONK MILLER, EGGLESTON & CRAMER, LTD. 150 SOUTH CHAMPLAIN STREET, P.O. BOX 1489 BURLINGTON, VT 05402-1489 IN ORDER TO DEVELOP A DATA BASE WHICH HIGHLIGHTS TRENDS IN VERMONT BUSINESS, THE DEPARTMENT OF ECONOMIC DEVELOPMENT HAS REQUESTED THAT WE INCLUDE THE LIST BELOW TO ASSIST THEM IN DETERMINING WHICH MOST CLOSELY REFLECTS YOUR CORPORATION. YOUR PARTICIPATION WILL ENABLE THEM TO SERVE EMERGING BUSINESSES MORE EFFECTIVELY. PLEASE CIRCLE THE MOST APPROPRIATE CATEGORY. COMPLETION OF THIS SECTION IS VOLUNTARY. 01. AGRICULTURAL CROPS 26. APPAREL, TEXTILE PRODUCTS 51. MISCELLANEOUS RETAIL 02. AGRICULTURAL LIVESTOCK 27. PAPER, ALLIED PRODUCTS 52. DEPOSITORY INSTITUTION 03. AGRICULTURAL SERVICES 28. PRINTING, PUBLISHING 53. NONDEPOSITORY INSTITUTION 04. FORESTRY 29. CHEMICALS, ALLIED PRODUCTS 54. SECURITY/COMMODITY BROKER 05. FISHING, HUNTING, TRAPPTNG 30. PETROLEUM & COAL PRODUCTS 55. INSURANCE CARRIER 06. METAL MINING 31. RUBBER & MISC. PLASTIC 56. INSURANCE AGENT/BROKER 07. COAL MINING 32. LEATHER/LEATHER PRODUCTS 57. REAL ESTATE O8. OIL, GAS EXTRACTION 33. RAILROAD TRANSPORTATION 58. HOLDING, INVESTMENT OFFICE 09. NONMETALLIC MINERALS 34. LOCAL PASSENGER TRANSIT 59. HOTEL, OTHER LODGING
10. BUILDING CONTRACTOR 35. TRUCKING & WAREHOUSING 60. PERSONAL SERVICES 11. HEAVY CONSTRUCTION 36. WATER TRANSPORTATION 61. BUSINESS SERVICES 12. SPECIAL TRADE CONTRACTORS 37. AIR TRANSPORTATION 62. AUTO REPAIR,SERVICES,PARKING 13. LUMBER, WOOD PRODUCTS 38. PIPELINES, (NOT NATURAL GAS) 63. MISCELLANEOUS REPAIRS 14. FURNITURE, FIXTURES 39. TRANSPORTATION SERVICES 64. MOTION PICTURES 15. STONE, CLAY, GLASS 40. COMMUNICATIONS 65. AMUSEMENT/RECREATION 16. PRIMARY METAL INDUSTRY 41. ELECTRIC, GAS & SANITARY 66. HEALTH SERVICES 17. FABRICATED METAL 42. DURABLE GOODS/WHOLESALE 67. LEGAL SERVICES 18. INDUSTRIAL MACHINERY 43. NONDURABLE GOODS/WHOLESALE 68. EDUCATIONAL SERVICES 19. ELECTRONIC EQUIPMENT 44. BUILDING & GARDEN 69. SOCIAL SERVICES 20. TRANSPORTATION EQUIPMENT 45. GEN. MERCHANDISE STORE 70. MUSEUMS 21. INSTRUMENTS/RELATED PROD. 46. FOOD STORES 71. MEMBERSHIP ORGANIZATIONS 22. MISCELLANEOUS MFG. 47. AUTO DEALERS/STATIONS 72. ENGINEERING/MGMT.SERVICES 23. FOOD, KINDRED PRODUCTS 48. APPAREL & ACCESSORIES 73. PRIVATE HOUSEHOLDS 24. TOBACCO PRODUCTS 49. FURNITURE/FURNISHINGS 74. SERVICES, NOT ELSEWHERE CLSFD. 25. TEXTILE MILL PRODUCTS 50. EATING/DRINKING PLACES
******************************************************************************** $75.00 FILING FEE MUST BE ATTACHED TO THIS APPLICATION. THE ARTICLES MUST BE TYPEWRITTEN OR PRINTED AND FILED IN DUPLICATE. UNLESS A DELAYED EFFECTIVE DATE IS SPECIFIED, THE DOCUMENT IS EFFECTIVE ON THE DATE IT IS APPROVED. ARTICLES OF INCORPORATION OFFICE OF SECRETARY OF STATE FILED MAY 18 1998 /s/ [ILLEGIBLE] ---------------------------------- FEE OF $_____ HAS BEEN PAID. [SEAL] [SEAL]