EX-3.109 111 a2108740zex-3_109.txt EXHIBIT 109 Exhibit 3.109 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 "RESOURCE RECOVERY SYSTEMS, INC." AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF JANUARY, A.D. 1984, AT 9 O'CLOCK A.M. CERTIFICATE OF RESIGNATION OF REGISTERED AGENT WITHOUT APPOINTMENT, FILED THE TWENTY-SECOND DAY OF MARCH, A.D. 1991, AT 9 O'CLOCK A.M. CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SIXTH DAY OF MAY, A.D. 1991, AT 9 O'CLOCK A.M. CERTIFICATE OF RESIGNATION OF REGISTERED AGENT WITHOUT APPOINTMENT, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1994, AT 9 O'CLOCK A.M. CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SIXTEENTH DAY OF MAY, A.D. 1994, AT 9 O'CLOCK A.M. CERTIFICATE OF AMENDMENT, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1998, AT 3:30 O'CLOCK P.M. CERTIFICATE OF MERGER, FILED THE FIRST DAY OF JULY, A.D. [SEAL] /s/ Harriet Smith Windsor ----------------------------------------- Harriet Smith Windsor, Secretary of State 2026296 8100H AUTHENTICATION: 1782959 020316756 DATE: 05-17-02 PAGE 2 DELAWARE ------------------- THE FIRST STATE 1998, AT 10 O'CLOCK A.M. CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWELFTH DAY OF FEBRUARY, A.D. 1999, AT 9 O'CLOCK A.M. CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF OCTOBER, A.D. 2001, AT 11:30 O'CLOCK A.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 2026296 8100H AUTHENTICATION: 1782959 020316756 DATE: 05-17-02 FILED JAN 20 1984 9AM /s/ [ILLEGIBLE] SECRETARY OF STATE 8400170050 CERTIFICATE OF INCORPORATION OF RESOURCE RECOVERY SYSTEMS, INC. A STOCK CORPORATION FIRST: The name of this Corporation is Resource Recovery Systems, Inc. SECOND: Its Registered Office in the state of Delaware is to be located at 920 King Street, in the City of Wilmington, County of New Castle, Zip Code 19801 The Registered Agent in charge thereof is The Incorporators Ltd. THIRD: 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 Delaware FOURTH: The amount of the total authorized capital stock of this corporation is Four Hundred Thousand Dollars ($ 400,000) divided into 400,000 shares of One Dollars ($ 1.00) each. FIFTH: The name and mailing address of the incorporator are as follows Name Peter Karter Mailing Address Duck River Lane Old Lyme, Connecticut Zip Code 06371 I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 9 day of [ILLEGIBLE] A.D [ILLEGIBLE] /s/ [ILLEGIBLE] --------------- FILED NOV 1 1984 /s/ [ILLEGIBLE] SECRETARY OF STATE CERTIFICATE OF CHANGE OF ADDRESS OF REGISTERED AGENT The corporations set forth below have a present registered office in the State of Delaware of: One Rodney Square P.O. Box 485, 920 King Street Wilmington, DE 19899 Effective May 7, 1984 the registered office for these corporations will be changed to: Coffee Run Professional Centre Lancaster Pike and Loveville Road Hockessin, DE 19707 The corporation for which addresses will be changed are:
CORPORATION FILE # NATIONAL BMP CORP 1014684 SEA VENTURE OF VIRGINIA, INC. 1015603 ALLIED TANKSHIPS, INC. 1015613 BAYLINE CONSULTING, INC. 2003505 PIEDMONT AMERICAN LIFE INSURANCE COMPANY 0576020 TAKE TWO LIMITED 0852685 S.E.C.S., INC. 1015930 SEA-LAND TRANSPORT COMPANY 1016036 HOSPITAL FINDERS INC. 0952392 HOMETEAM INTERNATIONAL CORPORATION 0952393 COSMO-EMPIRE TRAVEL, INC. 0952395 SPARCRAFT EAST INCORPORATED 0952397 JO'S THING CORP. 0952399 THERMAL-DYNAMIC TOWERS, INC. 2005273 PJM INC. 2004506 METRO SPORTS LOOK, INC. 2020986 DYARCEY CORP. 0931996 NATIONAL MERCHANDISERS, INC. 2004089 LOVE INC. 0936491 WET ALBERT, INC. 0820725 RONMANN CORP. 0941194 WILSON & WHITTINGTON, P.A. 0832386 IROQUOIS NAVIGATION INC. 0834709 WILLIAM J. HAM, INC. 0844835 SAFETY SURFACE CORPORATION 2003774 THE EQUITY MANAGEMENT ASSOCIATION 0853515 PACKAGING COORDINATORS, INC. 0854070 INTER EXCHANGE LTD. 2003798 POR FIN CHARTERS LTD. 0862173 FILM BUYERS ENTERPRISES, LTD. 0863652 P.R. MOTT CO. 0936493 NASH BROADCASTING, INC. 0866262 MARLENA MARINA, LTD. 2004388 RICTORY CORPORATION 0873674 VI CLOVER INC. 0874160 TAKE TIME LIMITED 0874283 B.S. CORP. 0874284 HIGHLAND MENNONITE CHURCH, INC. 0874303 AKUMAL INC. 0874325 RJS CORPORATION 0874369 SHARAL MARINE SERVICES INC. 0874371 CALLIOPE INC. 0874682
ROMA GAIL CORP. 2016414 CONSOLIDATED TECHNOLOGIES INTERNATIONAL, INC. 2017879 F & S MICRO SYSTEMS, INC. 2016905 JOHNSON DEVELOPMENT CORP. 2016593 SUECAR, INC. 2016596 DP SYSTEM SERVICES, INC. 2016607 MASSEY MARINE, INC. 2016654 HICKEY COMPUTER, INC 2017339 INTERNATIONAL BUSINESS INTEGRATORS CORP. 2016820 ALTERNATIVE PROMOTIONS, LTD. 2016819 N B L SERVICE CORP. 2016918 SUNBELT FINANCIAL SERVICES, INC 2016915 MAGNICON CORPORATION 2016914 ESDODCO, INC. 2016911 ATLANTIC CITY HOLIDAYS INC. 2016910 E.J. ROSCOE INVESTMENT COMPANY 2016909 UNITED ACCOUNT SYSTEMS, INC. 2017341 CYBERNETS GROUP, INC. 2017770 TECTONICS CORPORATION 2017342 NEW HORIZONS UNLIMITED INC. 2017058 U.S. FLEET, INC. 2017343 SCIENTIFIC HOSPITAL SUPPLIES INC. 2019377 PAUL EDWARDS ASSOCIATES, INCORPORATED 2017344 SUNBIRD AIR LEASING CORPORATION 2018317 TECHVEST LEASING CORPORATION 2017345 NATIONWIDE MORTUARY SERVICES CORPORATION 2017340 R J SUNSHINE & CO., INC. 2017771 RECURSOS DIVERSOS TECNICOS, S.A. 2017471 BOURY BROS. REALTY CORP. 2019096 PARTNERS SERVICE INC. 2017767 THE AUTUMN COMPANY 2017769 ELVIS MENDES CORPORATION 2019869 LEDA ONE, INC. 2019872 MARKET AMERICA CORPORATION 2019871 FRONTIER CABLE CONSTRUCTION, INC. 2017775 BUSINESS & TAX ANALYST, INC. 2017773 ANTHONY ROLSTON, LTD. 2017881 SIERRA ASSOCIATES INC. 2024085 MANAGEMENT CONCEPTS LIMITED 2019863 PRENCO INC. 2017880 DYXI ENTERPRISES INC. 2018334 ROTOR CRAFT CORPORATION 2018096 INMARCO LTD. 2020374 INTERNATIONAL CROWN INC. 2019868 MARGATE COMMUNICATIONS CORPORATION 2019865 MARCIE LTD. 2018319 FRANCHISE DEVELOPMENT CORPORATION 2021362 BIBKOO ENTERPRISES INCORPORATED 2019097 M & M WYMAN CHARTERS INC. 2018316 P. & D. FINANCIAL BROKERAGE AND TAX SERVICE CORPORATION 2018529 N. T. GOINS CONTRACTOR, INC. 2018337 RUBBER TECHNOLOGIES INCORPORATED 2018335 HAV, LTD. 2018532 RIGGS WIND ENERGY SYSTEMS LTD. 2018530 THERMAL KING WINDOW CO. 2019106 RESOURCE RECOVERY SYSTEMS, INC. 2026296 SCHOLLEVAER INC. 2018739 WALLIS LEASING COMPANY LTD. 2018738 ALINTEX CORPORATION 2018736 DAMERON, INC. 2020696 C. G. CARTEN CO. 2019101 N. B. CHARTERS LTD. 2019099 W.F.M. HOLDING CORP. 2019105 GWEN II CHARTERS AND LEASING, INC. 2019098 DSL INTERNATIONAL, INC. 2019870 SECURITY EXPRESS WORLD ENTERPRISES CORP. 2019446
W. H. SHELTON AND ASSOCIATES, INC. 2033527 CHESTERFIELD COUNTRY STORE INCORPORATED 2033589 ARLINGTON BEACHF5 WATER TREATMENT SYSTEMS LTD. 2034126 VPI CATALOGUING CORPORATION 2034128 WESTVILLE CORP. 2034123 HYDRALINE INTERNATIONAL CORPORATION 2034129 AZIP, INC. 2034130 DEMERLY'S AUTO SERVICE, INC. 2034132 AUTO INVESTMENTS INC. 2034133 SANCHEZ DEVELOPMENT CORP. 2034148 CHARLIE'S PERSONNEL SERVICES INC. 2034149 AYDIF CORPORATION 2034150 IMAGENICS CORPORATION 2034151 PERMASEAL CONSTRUCTION & WATERPROOFING CO. 2034357 JOURNEY PUBLICATIONS, INC. 2034152 CRAFT INDUSTRIES CORP. 2034147 SERVICES UNLIMITED, INC. 2034449 G R P GENERAL, INC. 2034450 BLUE ARROW, INC. 2034447 P.J. ELECTRIC, INC. 2034448 INTERSTATE BUILDER AND REMODELERS INC. 2034451 DR. JERRY C. IAFRATE, LTD. 2035356 HIGHLAND COMPUTER SYSTEMS INC. 2037911 CONVERSATION, INC. 2036239
THE INCORPORATORS LTD. DATE: BY: /s/ Thomas D. Whittington, Jr. ------------------------------ Thomas D. Whittington, Jr. STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 04/22/1994 944070181 - 2026296 CERTIFICATE OF RESIGNATION OF REGISTERED AGENT This is to certify that The Incorporators Ltd., Three Christina Centre, Suite 1414, 201 No. Walnut St., Wilmington, DE 19801 pursuant to Section 136 of the General Corporation Law of the State of Delaware: (1) Resigns as the office of registered agent for the following corporation of the State of Delaware, without appointing any person or corporation as registered agent in its stead. FILE NUMBER: 20262-96 CORPORATION NAME: RESOURCE RECOVERY SYSTEMS, INC. April 22, 1994 /s/ Diane Patone ------------------------ Secretary The Incorporators Ltd. AFFIDAVIT OF MAILING STATE OF DELAWARE: COUNTY OF NEW CASTLE: BE IT REMEMBERED that on this 22nd day of April, 1994, personally came before me, the subscriber, a Notary Public for the State of Delaware, Diane Patone, who being duly sworn according to law, deposes and says: That at least thirty days prior to the filing of the attached Certificate of Resignation of Registered Agent, due notice of said resignation was sent by certified or registered mail to RESOURCE RECOVERY SYSTEMS, INC. at their principal office, or to the last known address of the attorney or other individual at whose request such registered agent was appointed. /s/ Diane Patone ------------------------ Diane Patone SWORN TO AND SUBSCRIBED before me the day and year aforesaid. /s/ Patricia L. Ryan ------------------------ Notary Public STATE OF DELAWARE SECRETARY OF STATE DIV1SION OF CORPORATIONS FILED 09:00 AM 05/16/1994 944087039 - 2026296 CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND/OR REGISTERED AGENT The Board of Directors of RESOURCE RECOVERY SYSTEMS, INC., a Corporation of Delaware, on this 4th day of May A.D. 1994, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Three Christina Centre, Suite 1414, 201 N. Walnut St., in the city of Wilmington, County of New Castle, 19801. The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is The Incorporators Ltd. RESOURCE RECOVERY SYSTEMS, INC., a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its President and Attested by its Secretary, the 4th day of May, 1994. By: /s/ [ILLEGIBLE] --------------------------- President Attest: /s/ [ILLEGIBLE] --------------------------- Secretary TYLER COOPER & ALCORN COUNSELLORS AT LAW 201 Church Street Kathleen A. Maher P.O. Box 1936 203 784-8234 New Haven CT 06369-1910 203 714 8200 Telecopier 203 865-7865 [SEAL] 9027361 April 28, 1998 Division of Corporations Office of the Secretary of State John G. Townsend Building, Suite 4 Dover, Delaware 19901 VIA FAX: 302-739-3812 20262-96 Phone # 302-739-3077 Dear Sir/Madam: Attached hereto for filing pursuant to Section 242 of the General Corporation Law (the "GCL") is Amendment No. One to the Certificate of Incorporation of Resource Recovery Systems, Inc. that has been properly executed and acknowledged in accordance with GCL Section 103. Please charge the filing fee, which I understand it to be $432.50 to Master Card account number 5431 0410 0252 2755, which has an expiration date of 12/98, under the name of Elizabeth H. Karter. The stamped file copy should be returned to: Elizabeth H. Karter Resource Recovery Systems, Inc. 50 Main Street Centerbrook, Connecticut 06409 If you have any questions, please contact the undersigned at 860-767-7221. Very truly yours, /s/ Kathleen A. Maher ------------------------ Kathleen A. Maher Attachment HARTFORD NEW HAVEN STAMFORD STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:30 PM 04/28/1998 981162887 - 2026296 RESOURCE RECOVERY SYSTEMS, INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION AMENDMENT NO. ONE Resource Recovery Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Resource Recovery Systems, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Fourth" so that, as amended said Article shall be and read as follows: "FOURTH: The aggregate number of shares which the Company shall have authority to issue is two million five hundred thousand, divided into two million (2,000,000) shares of common stock ("Common Stock"), of the par value of $1.00 per share, and five hundred thousand (500,000) shares of preferred stock ("Preferred Stock"), of the par value of $.01 per share. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following: (a) The number of shares constituting that series and the distinctive designation of that series; (b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and (h) Any other relative rights, preferences and limitations of that series. Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the shares of Common Stock with respect to the same dividend period. If, upon any voluntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of -2- all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto." SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law Of the State of Delaware. IN WITNESS WHEREOF, said Resource Recovery Systems, Inc. has caused this certificate to be signed by Elizabeth H. Karter, its President, and Elizabeth W. Karter, its Secretary, this 28th day of April, 1998. RESOURCE RECOVERY SYSTEMS, INC. By /s/ Elizabeth H. Karter --------------------------------------- Elizabeth H. Karter, President By /s/ Elizabeth W. Karter --------------------------------------- Elizabeth W. Karter, Secretary -3- TYLER COOPER & ALCORN, LLP COUNSELLORS AT LAW CityPlace/35th Floor Hartford, CT 06103-3488 860 725 6200 Telecopier 860 278 3802 9197834 July 1, 1998 VIA FACSIMILE (302) 739-3812 State of Delaware Department of State Division of Corporations John G. Townsend Building [SEAL] 401 Federal Street, Suite 4 Dover, Delaware 19901 RE: RESOURCE RECOVERY SYSTEMS, INC. 20262-96 (Survivor) CERTIFICATE OF MERGER (merging: RRSI Acquisition Corp. 28912-72 Dear Sir/Madam: Enclosed for filing please find a Certificate of Merger for Resource Recovery Systems, Inc. Please file the Certificate on SAME DAY EXPEDITED SERVICE. After filing, please return the proof of filing by FEDERAL EXPRESS, Standard Overnight, and charge our Account No. 0061-0984-5. Please charge the filing fee, expedited service fee, franchise tax and county recording fees to VISA Account No. 4128-0034-1513-2946 (expiration date 12/31/2001). It is extremely important that this filing be effective today. If you have any questions regarding the above, please call me at (860) 725-6222 or ask for Attorney Kurt Johnson at (860) 725-6237. Thank you. Sincerely, /s/ Susan D. Hora ------------------------ Susan D. Hora Corporate Paralegal SAME DAY HARTFORD MADISON NEW HAVEN STAMFORD CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is Resource Recovery Systems, Inc. 2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle. 3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed. 4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors. Signed on January 29, 1999. /s/ Brian Noonan Secretary ------------------------------------ [Name, title of authorized officer] Brian Noonan [ILLEGIBLE] STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 02/12/1999 991058697 - 2026296 CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE OF RESOURCE RECOVERY SYSTEMS, INC ***** Resource Recovery Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed. That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation. IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 1st day of October 2001. Resource Recovery Systems, Inc. /s/ Richard Norris -------------------------------------- Richard Norris, Treasurer [ILLEGIBLE] STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 11:30 AM 10/03/2001 010491201 - 2026296