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Home My WebLink Aboutarticles of inc1+ 0 3000 a,3bc g 2. Articles of Incorporation of Eastern Waste Systems, Inc. a Florida corporation The undersigned incorporator(s) for the purpose of forming a corporation under the Florida Business Corporation Act, hereby adopt(s) the following Articles of Incorporation. ARTICLE I - NAME The name of the corporation shall be: Eastern Waste Systems, Inc. ARTICLE II - PRINCIPAL OFFICE The principal place of business and "nailing address of the corporation shall be: 1 191 E. Newport Center. Drive Suite 103 Deerfield Beach, FL 33442 Filer: GM Financial Group, Inc. Go Debora A. Clawson 1191 E. Newport Center Drive Suite 103 Deerfield Beatty, FL 33442 (954)428.8899 (954)428.6699 Fax -1- 44- 6360023 9 E2- 2— 43aoO.Z3 ga a. ARTICLE 1Il-AUTIIORI?ED SHARD The number of shares the corporation is authorized to issue is: ONE THOUSAND (1,000) SHARES OF COMMON STOCK. ALL OF ONE CLASS, DESIGNATED AS COMMON STOCK HAVING A PAR VALUE OF TEN CENTS ($.10) PER SHARE. The Board of Director(s) of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Director(s) may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the bylaws of the Corporation. ARTICLE IV - IMTIAL REGISTE EN ADDRli:$J The name and address of the initial registered office is: Michael C. Marzano 1191 E. Newport Center Drive Suite 103 Deerfield Beach, FL 33442 ARTICLE V - INCQRPORATOR(S) The name(s) and street address(es) of the incorporator(s) to these Articles of incorporation: Michael C. Marzano 1191 E. Newport Center Drive Suite 103 Deerfield Beach, FL 33442 -2- 14- 030002-No9 tc? }S a3ooaz.4,°t&22— ARTICLE VI - INITI F The corporation shall be managed by a Board of Directors consisting of no less than one director(s). The number of directors may be either increased or diminished from tune to time, as provided in the bylaws, but shall never be less than one. The name(s) of the initial director(s): President: Angelo Marzano Vice President: Alexander Mensh Treasurer: Michael C. Marzano Secretary: Dominick Marzano ARTICI,E'Vil - AMgNDMENTS The corporation reserves the right to amend, alter, change, or repeal any provision in these Articles of incorporation, or in any amendment hereto, or to add any provision to these Articles of Incorporation or to any amendment hereto, in any manner now or .hereafter prescribed or permitted by the provisions of any applicable statute of the State of Florida, and all rights conferred upon shareholders in these Articles or any amendment hereto are granted subject to this reservation. ARTICLE VIII - PURPOSES Business Purpose: Any lawful business -3- L.! ( 3Q00, AC °? $ a N O3000 Z3G1 & ARTICLFjX - SUB-CIIA PTE C� Q _RATION The Corporation may elect to be an S Corporation, as provided in Sub -Chapter S of the Internal Revenue Code of 1986, as amended. The shareholders of this corporation may elect and, if elected, shall continue such election to be an S Corporation as provided in Sub - Chapter S of the Internal Revenue Code of 1986, as amended, unless the shareholders of the corporation unanimously agree otherwise in writing. After,this corporation has elected to be an S Corporation, none of the shareholders of this Corporation, without the written consent of all the shareholders of this corporation shall take any action, or make any transfer or other disposition of the shareholders' shares of stock in the corporation, which will result in the termination or revocation of such election to be S Corporation, as provided in Sub -Chapter S of the Internal Revenue Code of 1986, as amended. Once the corporation has elected to be an S Corporation, each share of stock issued by this corporation shall contain the following legend: "The shares of stock represented by this certificate camtot be transferred if such transfer would void the election of the corporation to be taxed under Sub -Chapter S of the Internal Revenue Code of 1986, as amended," _4- 14 o300o i9 $2- 2- 14-63000 2,d3G9 A E HA D AC$ . E All of the shares of stock of this corporation may be subject to a shareholders' restrictive agreement containing numerous restrictions on the rights of shareholders of the corporation and transferability of the shares of stock of the corporation. A copy of the Shareholders' Restrictive Agreement, if any, is on file at the principal office of the corporation. ARTICLE XI - POWERS OF CORPORATION The corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, subject to any limitations or restrictions imposed by applicable law or these Articles of Incorporation. ARTICLE XIS.- TERM OF EXISTENCE This corporation shall have perpetual existence. ARTICLE - BYLAW The Board of Director(s) of the Corporation shall have power, without the assent or vote of the shareholders, to make, alter, amend or repeal the Bylaws of the Corporation, but the affirmative vote of a number of Director(s) equal to a majority of the number who would constitute a full Board of Director(s) at the time of, such action shall be necessary to take any action for the making, alteration, amendment or repeal of the Bylaws. -5- #- 63o ova 2.569Z L H--o 3000 2-3 6 9 d a\ A y.E T A These Articles of Incorporation shall be effective immediately approvai. of the Secretary of State, State of Florida. THE UNDERSIGNED Incorporator, for the purpose of forming a corporation under the laws of the State of Florida, has executed these Articles of Incorporationon this day • f cr" ` , 2003. ichael C. Marzano -6- li_0306oz.369ig`Z z 403000 CERTIFICATE OF DESIGNATION REGISTERED AGENT/REGISTERED OFFICE Pursuant to the provisions of section 607.0501, Florida Statutes, the undersigned corporation., organized under the laws of the State of Florida, submits the following statement in designating the registered office/registered agent, in the State of. Florida. 1. The name of the Corporation is: Eastern Waste Systems, Inc. 2. The registered agent and office is: Michael C. Marzano 1191 E. Newport Center Drive Suite 103 Deerfield Beach, FL. 33442 Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate,l hereby accepted the appointment as rcgistred agent and agree to act in this capacity. l further agree prov', .ns of a statutes rela .ng to the roper dp performance of my duties, and i am f • igations of my position as registered agent. Michael . M ano Date -7- .I+O300a 2-3cat $ 22-