Attached files
| file | filename |
|---|---|
| 10-K - US ECOLOGY, INC. FORM 10-K - US ECOLOGY, INC. | usecology_10k-123109.htm |
| EX-21 - LIST OF SUBSIDIARIES - US ECOLOGY, INC. | usecology_10k-ex21.htm |
| EX-14.1 - CODE OF ETHICS - US ECOLOGY, INC. | usecology_10k-ex1401.htm |
| EX-32.2 - CERTIFICATION - US ECOLOGY, INC. | usecology_10k-ex3202.htm |
| EX-23.2 - CONSENT - US ECOLOGY, INC. | usecology_10k-ex2302.htm |
| EX-31.1 - CERTIFICATION - US ECOLOGY, INC. | usecology_10k-ex3101.htm |
| EX-23.1 - CONSENT - US ECOLOGY, INC. | usecology_10k-ex2301.htm |
| EX-31.2 - CERTIFICATION - US ECOLOGY, INC. | usecology_10k-ex3102.htm |
| EX-32.1 - CERTIFICATION - US ECOLOGY, INC. | usecology_10k-ex3201.htm |
Exhibit
3.1
RESTATED
CERTIFICATE
OF INCORPORATION
OF
US ECOLOGY,
INC.
a
Delaware Corporation
JAMES R.
BAUMGARDNER and JEFFREY R. FEELER certify that:
1. They
are the President and Secretary, respectively, of US Ecology, Inc., formerly
known as American Ecology Corporation, a corporation duly authorized under the
laws of the State of Delaware on March 23, 1987.
2. Pursuant
to Section 245 of the Delaware General Corporation Law, the Certificate of
Incorporation of this corporation, as amended or supplemented, is restated to
read as follows:
FIRST:
The name of the Corporation is US Ecology, Inc.
SECOND: The
address of the registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The
purpose of the Corporation is to engage in any lawful act or activity for which
a corporation may now or hereafter be organized under the General Corporation
Law of Delaware (“GLC”).
FOURTH:
The total number of shares of stock which the Corporation shall have authority
to issue is 50,000,000 shares of common stock, par value $.01 per share (the
“Common Stock”) and 1,000,000 shares of preferred stock, par value $.01 per
share (the “Preferred Stock” or “Preferred Shares”).
The
Preferred Shares may be issued from time to time in one or more series. The
Board of Directors is authorized to fix the number of shares of any series of
Preferred Shares and to determine the designation of any such series. The Board
of Directors is also authorized to determine or alter the powers, preferences,
rights, qualifications, limitations and restrictions granted to or imposed upon
any wholly unissued series of Preferred Shares and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series.
FIFTH: The
following provisions are inserted for the management of the business and the
conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:
A. The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by Statute or by this Certification of
Incorporation or the By-Laws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.
B. The
number of directors of the Corporation shall be as from time to time fixed by,
or in the manner provided in, the By-Laws of the Corporation.
C. At all
elections of directors of the Corporation, each holder of stock or of any class
or classes or of a series thereof shall be entitled to as many votes as shall
equal the number of votes which (except for this provision on cumulative voting)
he would be entitled to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to be elected by him, and
he may cast all of such votes for a single director or may distribute them among
the number to be voted for, or for any two or more of them as he may see
fit.
D. The Board
of Directors may adopt, amend or repeal the By-Laws of this
corporation.
SIXTH: The
officers of the Corporation shall be chosen in such a manner, shall hold their
offices for such terms and shall carry out such duties as are determined solely
by the Board of Directors, subject to the right of the Board of Directors to
remove any officer or officers at any time with or without cause.
SEVENTH: A. Each person who was or is
made a party to or is threatened to be made a party to or is involuntarily
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “Proceeding”), by reason of the fact that he
is or was a director and/or officer of the Corporation, or is or was serving
(during his tenure as director and/or officer) at the request of the
Corporation, any other corporation, partnership, joint venture, trust or other
enterprise in any capacity, whether the basis of such Proceeding is an alleged
action in an official capacity as a director or officer, or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the GCL as now
or hereafter in effect (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than are permitted to the Corporation prior to such
amendment) against all expenses, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection with
such Proceeding. Such director or officer shall have the right to be paid by the
Corporation for expenses incurred in defending any such Proceeding in advance of
its final disposition; provided, however, that the payment of such expenses in
advance of the final disposition of any such Proceeding shall be made only upon
receipt by the Corporation of an undertaking by or on behalf of such director or
officer to repay all amounts so advanced if it should be determined ultimately
that he is not entitled to be indemnified under this Paragraph A or otherwise.
No amendment to or repeal of this Paragraph A shall apply to or have any effect
on any right to indemnification provided hereunder with respect to any acts or
omissions occurring prior to such amendment or repeal.
A. If a
claim for indemnity under Paragraph A is not paid in full by the Corporation
within ninety (90) days after a written claim has been received by the
Corporation, the director or officer may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim, together with
interest thereon, and if successful in whole or in part, such director or
officer shall also be entitled to be paid the expense of prosecuting such claim,
including reasonable attorneys’ fees incurred in connection therewith. It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking has been tendered to the Corporation)
that such director or officer has not met the standards of conduct which make it
permissible under the GCL for the Corporation to indemnify him for the amount
claimed, but the burden of proving such a defense shall be on the Corporation.
Neither the failure of the Corporation (or of its full Board of Directors, its
directors who are not parties to the Proceeding with respect to which
indemnification is claimed, its stockholders, or independent legal counsel) to
have made a determination prior to the commencement of an action pursuant to
this Paragraph B that indemnification of the director or officer is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the GCL, nor an actual determination by any such person or persons that
such director or officer has not met such applicable standard of conduct, shall
be a defense to such action or create a presumption that such director or
officer has not met the applicable standard of conduct.
B. No
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such a
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for any breach of the
director’s duty of loyalty to the Corporation or is stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for
any transaction from which such director derived an improper personal benefit.
No amendment to or repeal of this Paragraph C shall apply to or have any effect
on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal. If the GCL is amended hereafter to further eliminate or
limit the personal liability of directors, the liability of a director of this
corporation shall be limited or eliminated to the fullest extent permitted by
the GCL, as amended.
C. In
furtherance and not in limitation of the powers conferred by
statute:
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(i) the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation , partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of law; and
(ii) the
Corporation may create a trust fund, grant a security interest and/or use other
means (including, without limitation, letters of credit, surety bonds and/or
other similar arrangements), as well as enter into contracts providing
indemnification to the full extent authorized or permitted by law and including
as part thereof provisions with respect to any or all of the foregoing to ensure
the payment of such amounts as may become necessary to effect indemnification as
provided therein, or elsewhere.
D. Rights Not
Exclusive. The rights conferred by this Article SEVENTH shall
not be exclusive of any other right which the director or officer may have or
hereafter acquire under the GCL or any other statute, or any provision contained
in the Corporation’s Certificate of Incorporation or Bylaws, or any agreement,
or pursuant to a vote of stockholders or disinterested directors, or
otherwise.
EIGHTH: The
Corporation reserves the right to repeal, alter, amend, or rescind any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred on stockholders herein are
granted subject to this reservation.
3. The
foregoing Restated Certificate of Incorporation has been duly adopted by the
Board of Directors without a vote of the stockholders pursuant to Section 245 of
the Delaware General Corporation Law and only restates and integrates and does
not further amend the provisions of the Corporation’s Certificate of
Incorporation as theretofore amended or supplemented. There is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
Dated:
March 3, 2010
| /s/ James R. Baumgardner | |
| James R. Baumgardner, President | |
| ATTEST: | |
| /s/ Jeffrey R. Feeler | |
| Jeffrey R. Feeler, Secretary |
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