EX-3.90 92 a2108740zex-3_90.txt EXHIBIT 3.90 Exhibit 3.90 [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 CORPORATE DOCUMENTS FOR NEWBURY WASTE MANAGEMENT, INC. JULY 1, 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] V.44362 ARTICLES OF ASSOCIATION OF THE NEWBURY LANDFILL, INC. STATE OF VERMONT SECRETARY OF STATE'S OFFICE Filed August 1 1988 /s/ [ILLEGIBLE] --------------------------- Secretary of State [ILLEGIBLE] ARTICLES OF ASSOCIATION The name of the corporation shall be Newbury Landfill, Inc. The initial registered agent shall be John Casella (NOTE: A corporation CANNOT be its own registered agent) with registered office at Post Office Box 866, Rutland, Vermont 05701 The corporation shall be located at Post Office Box 866, Rutland, Vermont 05701 The operating year shall be? Calendar December 31 Fiscal . ------------ -------------------- (Dec 31) (Month-day) If a fiscal year ending is not specified, the calendar year ending December 31st shall be designated as your fiscal year ending. The period of duration shall be (if perpetual so state) perpetual. Please check appropriate box: /X/ Vermont General Corporation (T.11, Ch.17) / / Vermont Professional Corporation (T.11, Ch.3) / / Vermont Non-Profit Corporation (T.11, Ch. 19) This corporation is organized for the purpose of: to own and operate a landfill business and disposal facilities, and any other activity associated therewith or necessary thereto not repugnant to the laws of the State of Vermont or any other jurisdiction wherein the said Newbury Landfill, Inc. shall be authorized to do business. Here set out purposes clearly and briefly, using separate paragraphs to cover each separate purpose. EACH VERMONT CORPORATION MUST FILE AN ANNUAL REPORT WITHIN TWO AND ONE HALF (2 1/2) MONTHS AFTER THE EXPIRATION OF ITS FISCAL YEAR ENDING. The following information regarding shares must be completed by business corporations. Non-profit corporations cannot have shares. The aggregate number of shares the corporation shall have authority to issue is _____ shares, preferred, with a par value of (if no par value, so state) 100 shares, common, with a par value of (if no par value, so state) ONE DOLLAR EACH If preferred shares are provided for, state here briefly the terms of preference. If shares are to be divided into classes or series, state here the designations, preferences, limitations, and relative rights of each class or series. DIRECTORS: Business corporations with three or more shareholders must have at least three directors. If there are fewer than three shareholders, the number of directors may be equal to; but not less than, the number of shareholders. Non-profit corporations must have at least three directors. The initial board of directors shall have two members with the following serving as directors until their successors be elected and qualify: Having named fewer than three directors I hereby state that the number of shareholders does not exceed the number of directors. DIRECTORS: Post Office Address John W. Casella Post Office Box 866, Rutland, Vermont 05701 Douglas Casella Post Office Box 866, Rutland, Vermont 05701 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated at Rutland, in the County of Rutland this _________ day of July 1988. Incorporators Post Office Address /s/ John W. Casella Post Office Box 866, Rutland, Vermont 05701 ------------------------ John W. Casella /s/ Douglas Casella Post Office Box 866, Rutland, Vermont 05701 ------------------------ Douglas Casella Names must be PRINTED OR TYPED under all signatures, No. 101 Acts of 1965. IN ADDITION TO ALL THE PRECEDING INFORMATION VERMONT PROFESSIONAL CORPORATIONS MUST COMPLETE THE CERTIFICATE ON THE LAST PAGE OF THIS APPLICATION. V.44362 [LOGO] STATE OF VERMONT Fee $5.00 OFFICE OF SECRETARY OF STATE CERTIFICATE OF ISSUANCE OF SHARES NEWBURY LANDFILL, INC. a corporation organized and existing under the laws of the State of Vermont issued the following number of shares on August 5, 1988. Common Shares: _________ shares having no par value 100 shares having a par value of $1.00 per share. Preferred Shares: _________ shares having no par value _________ shares having a par value of ____ per share. (Here designate series and classes of shares issued, if any) 8/11/88 ---------------------------------- Date /s/ John W. Casella ---------------------------------- President or Vice President /s/ Douglas R. Casella ---------------------------------- Secretary or Treasurer ************************************ THIS CERTIFICATE MUST BE SIGNED BY TWO OFFICERS AS INDICATED AND FILED WITH THE SECRETARY OF STATE WITHIN 30 DAYS OF THE ISSUANCE OF SHARES. STATE OF VERMONT VERMONT OFFICE OF SECRETARY OF STATE SECRETARY OF STATE FILED 9/6/88 88 SEP-6 PM 2:49 /s/ [ILLEGIBLE] ----------------- V.44362 STATE OF VERMONT FEE See Reverse Side OFFICE OF SECRETARY OF STATE ARTICLES OF AMENDMENT OF NEWBURY LANDFILL, INC. a corporation organized and existing under the laws of the State of Vermont with its registered office at Post Office Box 866, Rutland, Vermont 05701 called a meeting of the shareholders on the 25th day of August, 1988 to amend the Articles of Association as follows: /X/ To change the corporate name to: Newbury Waste Management, Inc. / / To add the following: / / To delete the following: / / To change them as follows: / / To alter its authorized shares in the manner described below: At the time of the meeting there were 100 shares outstanding and 100 entitled to vote (if the shares of any class are entitled to vote as a class, designate below the class and number of outstanding shares). The number of shares voting for and against the amendment were (if the shares of any class are entitled to vote as a class, designate below the class and number of outstanding shares). Unanimous vote in favor of name change Date: 8/25/88 /s/ John W. Casella ---------------------------------- President or Vice President /s/ Douglas R. Casella ---------------------------------- Secretary VERMONT SECRETARY OF STATE 9-9-88