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HomeMy WebLinkAboutExhibit 17.o .D Jaal t i D1viI11:112 of Corporations Dotivored 06;35 P!l 1 /I0/2003 FILED Oi:55 PM 11/10/2003 SIRY 030721108 — 372578E FILnr CERTIFICATE -OF INCORFIORAflON OF WASTE StIW10ES OF FLO,RIDA, INC. FIRST: The name of this Corporatiodis Waste Services of Florida, Inc. SECOND: Its registeiie d office in thclState of Delaware is to be located at Corporation Trust Center, I209 C4ange Street, Wihaiingtou, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporations Trust Company. TNYRD: The purpose of this Corporation is to engage in arty lawful act or activity for which corporations may be organized nailer the General Corporation Law of Delaware. FOURTFI: The Waal number of shares of all classes of stook which this Corporation shall have authority td issue is 1,000 shahs of Common Stock, per value $.01 per share. FIFTH: The name and mailing address of the incorporator are ass follows: John P. Sdbetz 227 West Monroe Street. Suite 4 Chirag.Ja 60606 SncrH: In furtherance and not in limitation of the powers conferred by the law of the State of Delawared the Board of Directors is expressly authorized and empowered, in the manner provided in the Bylaws of this Corporation. to adopt, amend or repeal the Bylaws of the Corporation in any respect 'not Inconsistent with the laws of the State of Delaware, this Certificate of Incorporation oil the Bylaws; provided. however, that the fact that such power has becu conferred upon. the directors shall not divest the stockholders of the power and authority, nor limit Itlhe power of stockholders to adopt, amend or repeal bylaws. In additive to the; powers and authority herein or by statute expressly conferred upon it, the Board of Directors may exercise ll such powers and do all such acts as may be exercised or done by a corporation ander the la +s tithe SW*, of Delaware, subject to the provisions of this Certificatelof Incorporation and the Bylaws of this Corporation. Elections of directors need not be by written ballot, except as otherwise required by the Bylaws of this Corporation. Any contract, transaction or act of this Corporation or of the directors or any committee of directors, which shall be ratified by the holders of a majority of the shares of stock of this Corporation present in person or by proxy and voting at any meeting called for such porpose, shall, insofar as permitted by the laws of the State of Delaware or by this 01199 416i601-L06:907.00 i9 Certificate of Incorporation, be as vaho and as binding as though ratified by every stockholder of this Corporation. SEVENTH: A director afthtis Corporation shall not be personally liable to this Corporation or its stockholders fot}naonctary damacs For breach of fiduciary duty as a director, except for liability (i) fob any breach of d'reeetoc s duty of loyalty to this Corporation or its strockhokiers, (li)" ;#'or acts or OM irias not in good faith or which involve intentional misconduct or a Imovldng violation 1of liw, (ire) under Section 174 of the Delaware General Corporation Law,' er (iv) for any 'ornsa' coon firm which the director derived an improper personal bcc cf- If. the Delaware G Corporation ILat7rcn rs amended to authorizer the lor further climinarion or limitation of (lity of.drtx.�, the liability of directors shall be eliminated or limited to the full authorized by t Delaw re General Corporation Law, as so amended Any am rnodificatiaai or repeal of this Article shall not adversely affect any right or proteetyxi of'a director ofjthi C.otpomtion existing at the time of such amendment, modification rr,:raL EIGHTH: The Corporation reserves is night to amend, alter, change or repeal any provision contained in thttlFertificate of is, in the manner now or hereafter prescribed by the Delitware General 'on Law, and allpowers. preferences, rights and privileges {conferred. upon snekltalders, directors or any other persons herein are granted subject tri } ° reservation. I, the undersigned, forlthe purpose of a corporation under the haws of the State of Delaware, do make,Ililel and record I Ce'ruific are, and do certify. that the facts herein stated are true, and I hav accordingly betcw to set my hand this loth day of November, 2003. ent494I I OI-I 4E''9Q1.0014