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