Wsi Of New York S4 Registration of securities issued in business combination transactions | SEC 12 Sep 13

Exhibit 3.86

SECOND AMENDED OPERATING AGREEMENT OF GATEWAY DISPOSAL SERVICES, LLC

THIS SECOND AMENDED OPERATING AGREEMENT OF GATEWAY DISPOSAL SERVICES, LLC, (this “Operating Agreement”) is created this 28th day of December, 2001, by GATEWAY DISPOSAL SERVICES, LLC (the “Company”) and ROBERT CRAWFORD (the “Member”).

ARTICLE I

DEFINED TERMS

The following capitalized terms shall have the meanings specified in this Article 1. Other terms are defined in the text of this Operating Agreement; and, throughout this Operating Agreement, those terms shall have the meanings respectively ascribed to them.

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” means the limited liability company organized in accordance with this Operating Agreement.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.

“Member or Members” means the Person signing this Operating Agreement and any Person who subsequently becomes a member of the Company.

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement of the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

“Non-Voting Member” means a Member owning Class B Units.

“Operating Agreement” means this Operating Agreement of Gateway Disposal Services, LLC, a Delaware limited liability company, as amended from time to time.

“Percentage Interest” means, with respect to any Member as of any date, the ratio (expressed as a percentage) of the number of Units held by such Member on such date to the aggregate Units held by all Members on such date.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.

“Treasury Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

“Successor” means all Persons to whom all or any part of an Interest is transferred either because of (a) the sale or gift by a Member of all or any part of a Member’s Interest, or (b) a Member dies and the Persons are the Member’s personal representatives, heirs, or legatees.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

“Units” means an ownership interest in the Company, including any and all benefits to which the holder of such Units may be entitled as provided in this Operating Agreement, together with all obligations of such person to comply with the terms and conditions of this Operating Agreement.

“Voting Member” means a Member owning Class A Units.

ARTICLE 2

FORMATION AND NAME; OFFICE; PURPOSE; TERM

2.1 Organization. The Member hereby organizes a limited liability company pursuant to the Act and the provisions of this Operating Agreement and, for that purpose, have caused a Certificate of Formation to be prepared, executed, and filed with the Secretary of State on February 20, 2001, and a Certificate of Amendment changing the name of the Company from Advanced Disposal Services Jacksonville, LLC to Gateway Disposal Services, LLC to be prepared, executed and filed with the Secretary of State on June 28, 2001.

2.2 Name of the Company. The name of the Company shall be Gateway Disposal Services, LLC. The Company may do business under that name and under any other name or names upon which the Voting Members may, in the sole discretion of the Voting Members, determine. If the Company does business under a name other than that set forth in its Certificate of Amendment, then the Company shall file a fictitious name registration as required by law.

2.3 Purpose. The Company is organized to conduct any lawful business under the laws of the various states of the United States of America.

2.4 Term. The term of the Company began upon the acceptance of the Certificate of Formation by the Secretary of State, and its duration shall be perpetual, unless its existence is sooner terminated pursuant to Article 8 of this Operating Agreement.

2.5 Principal Office. The principal office of the Company shall be located at 9798 Normandy Boulevard, Jacksonville, Florida 32221, or at any other place which the Member, in the sole discretion of the Member, determines.

2.6 Registered Agent/Registered Office. The name and street address of the registered agent and the registered office of the Company in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and in the State of Florida shall be Robert Crawford, 9798 Normandy Boulevard, Jacksonville 32221.

ARTICLE 3

CAPITAL; CAPITAL ACCOUNTS

3.1 No Other Capital Contributions Required. The Members shall not be required to contribute any additional capital to the Company, and except as set forth in the Act, the Members shall not have any personal liability for any obligations of the Company.

3.2 Loans. The Members may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member making the loan agree.

3.3 Capital Accounts. A capital account shall be maintained by the Company for the Members.

ARTICLE 4

UNITS

4.1 Percentage Interest. Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units, either Class A Units or Class B Units, of the Company. Class A Units shall be voting and embody all the voting rights in the Company; Class B Units shall be non-voting and not have any voting rights in the Company. In all respects other than voting rights the Units shall be equal. The name, address, number and class of Units and Percentage Interest of each Member are set forth on Appendix A attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

4.2 Additional Members. Additional persons may acquire an Interest in the Company and be admitted to the Company as Members upon such terms and conditions as the Voting Members may determine by Majority Vote.

4.3 Certificates. Certificates (“Certificates”) evidencing Units shall be consistent with the form required by the laws of Delaware and this Operating Agreement. Initially, the Company shall have two forms of Certificates. One form of Certificate will represent ownership of Class A Units of the Company, and the other form of Certificate will represent Class B Units of the Company. The Company shall issue to each Member one or more Certificates, signed by the appropriate Officers of the Company. Certificates shall be consecutively numbered and shall be entered in the books and records of the Company as they are issued and shall exhibit the holder’s name and the number and class of Units.

4.4 Register, Registration of Transfer and Exchange.

4.4.1 The Company shall keep or cause to be kept on behalf of the Company a register that will provide for the registration and transfer of Units. The Company shall not recognize transfers of Units unless the same are effected in the manner described in this Section 4.4. Upon surrender for registration of transfer of any Certificate, and subject to the provisions of this Section 4.4, the appropriate Officers of the Company shall execute in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as was evidenced by the Certificate so surrendered.

4.4.2 No charge shall be imposed by the Company for any transfer, provided, that, as a condition to the issuance of any new Certificate under this Section 4.4, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

4.4.3 By transfer of Units in accordance with this Section 4.4, the transferor shall be deemed to have given the transferee the right to be admitted to the Company as a Member, and each transferee of Units (including any nominee holder or an agent acquiring such Units for the account of another person) shall become a Member with respect to the Units so transferred to such person when any such transfer and admission is reflected in the books and records of the Company.

4.4.4 The Company shall be entitled to recognize the holder as the owner of Units and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Units on the part of any other person, whether or not the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any securities exchange on which the Units are listed for trading.

4.4.5 Each distribution in respect of Units shall be paid by the Company, only to the holders thereof as of the record date set for the distribution. Such payment shall constitute full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any person who may have an interest in such payment by reason of an assignment or otherwise.

4.5 Authorization and issuance of Units.

4.5.1 A total of One Thousand (1,000) Class A Units, and Ninety Nine Thousand (99,000) Class B Units are hereby authorized for issuance. The number of Class A Units and Class B Units authorized for issuance pursuant to this Section 4.5 may be increased from time to time as deemed necessary by, and in the sole discretion of, the Voting Members.

4.5.2 Initially, the issuance of Units shall be made in accordance with Appendix A, attached hereto, and by this reference made a part hereof. All additional issuances of Units, both Class A Units and Class B Units, shall only be made upon the approval by a Majority Vote of the Voting Members.

4.5.3 Units issued for such consideration as the Voting Members determine to be appropriate shall be deemed to be fully paid and non-assessable.

4.6 Voting and Non-Voting Members. Members owning Class A Units of the Company shall be entitled to vote on any and all matters relating to the Company, including but not limited to, all matters expressly provided for in this Agreement which require a Majority Vote of the Members (the “Voting Members”). Members owning Class B Units shall not be entitled to vote on any matter relating to the Company (the “Non-Voting Members”). In all respects other than voting rights, the rights and obligations of the owners of Class A Units and Class B Units are equal.

4.7 Meetings. The Voting Members of the Company may hold meetings, both regular and special, either within or without the state of Delaware. The meetings may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Voting Members, or as shall be specified in a written waiver signed by all Voting Members. Regular meetings of the Voting Members may be held without notice at such time and place as shall from time to time be determined by Majority Vote of the Voting Members. All actions of the Voting Members shall be taken by Majority Vote of the Voting Members.

4.8 Special Meetings. Special meetings of the Voting Members may be called by any Voting Member on one (1) days’ notice to each Voting Member by facsimile.

4.9 Action without Meeting . Any action required or permitted to be taken at any meeting of the Voting Members may be taken without a meeting, if the Voting Members consent thereto by Majority Vote in writing and the writing or writings are filed with the minutes of the proceedings of the Voting Members’ meetings.

4.10 Telephonic Meetings. Voting Members may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE 5

PROFIT, LOSS, AND DISTRIBUTIONS

5.1 Distributions of Cash Flow. Cash flow for each taxable year of the Company shall be distributed to the Members at such times and in such amounts as the Voting Members shall determine.

5.2 Allocation of Profit or Loss. All Profit or Loss shall be allocated to the Members in accordance with the Code and Treasury Regulations.

5.3 Liquidation and Dissolution. If the Company is liquidated, the assets of the Company shall be distributed to the Members or to a Successor or Successors in accordance with the Code and Treasury Regulations.

ARTICLE 6

MANAGEMENT: RIGHTS, POWERS, AND DUTIES

6.1 Management. The Company shall be managed solely by the Voting Members. At the election of the Voting Members, a Board of Directors may be elected to manage the Company.

6.2 Officers. The Company shall have such officers as may be designated by the Voting Members from time to time, who shall act as agents of the Company, who shall have such powers as are usually exercised by comparably designated officers of a Delaware corporation and who shall have the power to bind the Company through the exercise of such powers, to the extent consistent with the terms hereof. The officers designated and/or confirmed shall, unless and until removed from office, act as agents of the Company.

6.3 Personal Services. The Members shall not be required to perform services for the Company solely by virtue of being a Member.

6.4 Liability and Indemnification. A Member shall not be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by a Member with respect to Company matters. Additionally, the Company shall indemnify the Members for any act performed by the Members with respect to Company matters.

ARTICLE 7

TRANSFER OF INTEREST

7.1 Transfers by a Member. A Member may Transfer all, or any portion of, the Member’s interest or rights in the Member’s Membership Rights to one or more Successors.

7.2 Transfer to a Successor. In the event of any Transfer of all or any part of a Member’s Interest to a Successor, the Successor shall immediately thereupon and without further action become a Member with all rights, powers and privileges associated herewith and the Company shall be continued.

ARTICLE 8

DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY

8.1 Events of Dissolution. The Company shall only be dissolved at such time as the Voting Members determine to dissolve the Company.

8.2 Company Continues Upon Bankruptcy of a Member. Except as otherwise provided by Voting the Members, the Company shall continue notwithstanding whether a Member: (a) makes an assignment for the benefit of creditors; (b) files a voluntary petition in bankruptcy; (c) is adjudged a bankrupt or insolvent, or has entered against the Member an order for relief, in any bankruptcy or insolvency proceeding; (d) files a petition or answer seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (e) files an answer or other pleading admitting or failing to

contest the material allegations of a petition filed against the Member in any proceeding of this nature; or (f) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties.

8.3 Company Continues Upon Death of a Member. Upon the death of a Member, the death of a Member shall be treated as an immediate Transfer of all of the Member’s Interest to a Successor. The Successor shall immediately thereupon and without further action become a Member with all rights, powers and privileges associated herewith, and the Company shall be continued.

8.4 Procedure for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.

8.5 Filing of Articles of Dissolution. If the Company is dissolved, a Certificate of Dissolution shall be promptly filed with the Secretary of State by the Voting Members.

ARTICLE 9

BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS

9.1 Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Voting Members shall unanimously determine by Majority Vote the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

9.2 Books and Records. The Members shall not be required to keep or cause to be kept complete and accurate books and records of the Company nor supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records, if any, shall be maintained in accordance with sound accounting principles and practices.

9.3 Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Voting Members, subject to the requirements and limitations of the Code.

9.4 Disregarded Entity. The Members intend that the Company will be treated as a disregarded entity for any and all purposes under the Code and Treasury Regulations.

ARTICLE 10

GENERAL PROVISIONS

10.1 Applicable Law. All questions concerning the construction, validity, and interpretation of this Operating Agreement shall be governed by the laws of the State of Delaware.

10.2 Headings. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Operating Agreement or the intent of the provisions hereof.

10.3 Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require.

10.4 Separability of Provisions. Each provision of this Operating Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Operating Agreement which are valid.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date set forth hereinabove.

MEMBER:

ROBERT CRAWFORD

EXHIBIT “A”

MEMBER NAME

ADDRESS

UNITS

INITIAL
CAPITAL
CONTRIBUTION

PERCENTAGE
INTEREST

Robert Crawford

9798 Normandy Boulevard, Jacksonville,

Florida 32221

100

100.00

100

JOINDER IN

SECOND AMENDED OPERATING AGREEMENT

The undersigned, Advanced Disposal Services, LLC, as a member of Gateway Disposal Services, LLC, a Delaware limited liability company (the “Company”) and pursuant to that certain Second Amended Operating Agreement of Gateway Disposal Services, LLC dated December 28, 2001 (the “Operating Agreement”) executes and delivers this Joinder in Second Amended Operating Agreement and agrees to be bound by the terms and conditions of the Operating Agreement.

The undersigned hereby certifies that, as of the date hereof, the undersigned is the owner and holder of all outstanding Units of the Company described as 100 Class A Voting Units and 9,900 Class B Non-Voting Units of the Company.

Exhibit A of the Operating Agreement is hereby amended as set forth in Exhibit A hereto.


ADVANCED DISPOSAL SERVICES, LLC

By:

Charles Appleby, President

GATEWAY DISPOSAL SERVICES, LLC

BY:		ADVANCED DISPOSAL SERVICES, LLC

Its Sole Member

By:

Charles Appleby, President

EXHIBIT “A”

MEMBER NAME

ADDRESS

UNITS

PERCENTAGE
INTEREST

Advanced Disposal

Services, LLC

9250 Baymeadows Road

Suite 220

Jacksonville, FL 32256

100 Class A Units

MEMBER NAME

ADDRESS

UNITS

PERCENTAGE
INTEREST

Advanced Disposal

Services, LLC

9250 Baymeadows Road

Suite 220

Jacksonville, FL 32256

9,900 Class B Units

OMNIBUS AMENDMENT TO OPERATING AGREEMENTS

This OMNIBUS AMENDMENT TO OPERATING AGREEMENTS (this “Omnibus Amendment”) is dated as of February_, 2010, and is made by the parties signatory hereto and amends those operating agreements set forth on Schedule I hereto (each, an “Operating Agreement” and, collectively, the “Operating Agreements”).

WHEREAS, the sole member of each of the limited liability companies set forth on Schedule II hereto (each, a “Company” and collectively, the “Companies”) has pledged its interest in such Company to Bank of America, N.A., as administrative agent (the “Agent”), pursuant to that certain Amended and Restated Master Securities Pledge Agreement, dated as of January 14, 2010 (as amended from time to time, the “Pledge Agreement”), among Advanced Disposal Services, Inc., a Delaware corporation (the “Parent”), the Subsidiaries of the Parent (including the Companies) and Bank of America, N.A., as administrative agent;

WHEREAS, the sole member of each of the Companies wishes to amend the Operating Agreement of such Company set forth opposite its name on Schedule I hereto to permit the Agent to foreclose on its equity interest in such Company in accordance with the terms of the Pledge Agreement;

NOW THEREFORE, the sole member of each of the Companies does hereby agree as follows:

1. The definition of “Successor” set forth in Article 1 of each of the Operating Agreements is hereby amended to read in its entirety as follows:

“Successor” means any Person to whom all or any part of an Interest is Transferred in accordance with the terms hereof.

2. The definition of “Transfer” set forth in Article 1 of each of the Operating Agreements is hereby amended to read in its entirety as follows:

“Transfer” means, when used as a noun, (a) any voluntary sale, hypothecation, pledge, assignment, attachment or other transfer of any Interest, and (b) any transfer of any Interest initiated by a lender in connection with the enforcement of its rights under a senior credit facility that is secured, in whole or in part, by a pledge of such Interest, and, when used as a verb, (x) to voluntarily sell, hypothecate, pledge, assign or otherwise transfer any Interest, and (y) with respect to any lender, to sell, hypothecate, pledge, assign or otherwise transfer any Interest in connection with the enforcement of such lender’s rights under any senior credit facility that is secured, in whole or in part, by a pledge of such Interest.

3. Article 7 of each of the Operating Agreements is hereby amended is amended to add the following new Section 7.3 at the end thereof:

“7.3 Transfer by Secured Party. In the event the Interest is at any time pledged to a lender as security in connection with senior financing for the Company, the lender (or agent for the group of senior lenders) shall have the right to exercise its remedies under such pledge, to foreclose upon the Interest and/or to Transfer the Interest to itself or to a third party in connection with such exercises of remedies and/or foreclosure, all without further consent of the Member or any Successor.”

4. Capitalized terms used and not defined herein shall have the definitions given in the applicable Operating Agreement.

5. Except as herein amended, each Operating Agreement shall remain in full force and effect and this Omnibus Amendment shall be incorporated therein and made part thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Omnibus Amendment as of the date first above written.


Advanced Disposal Services, Inc.

By:

Steven R. Carn
Vice President

SCHEDULE I

OPERATING AGREEMENTS



40. Doraville Transfer Station, LLC		Operating Agreement of Doraville Transfer Station, LLC

41. Eagle Point Landfill, LLC		Operating Agreement of Eagle Point Landfill, LLC

42. Firetower Landfill, LLC		Operating Agreement of Firetower Landfill, LLC

43. Hall County Transfer Station, LLC		Operating Agreement of Hall County Transfer Station, LLC

44. Hidden Acres Land Company, LLC		Operating Agreement of Hidden Acres Land Company, LLC

45. Nassau County Landfill, LLC		Operating Agreement of Nassau County Landfill, LLC

46. Old Kings Road Solid Waste, LLC		Operating Agreement of Old Kings Road Solid Waste, LLC

47. Old Kings Road, LLC		Operating Agreement of Old Kings Road, LLC

48. Stone’s Throw Landfill, LLC		Amended and Restated Operating Agreement of Stone’s Throw Landfill, LLC

49. Turkey Trot Landfill, LLC		Operating Agreement of Turkey Trot Landfill, LLC

50. Welcome All Transfer Station, LLC		Operating Agreement of Welcome All Transfer Station, LLC

51. Wolf Creek Landfill, LLC		Operating Agreement of Wolf Creek Landfill, LLC

SCHEDULE II

COMPANIES

1. Advanced Disposal Recycling Services, LLC

2. Advanced Disposal Recycling Services Gulf Coast, LLC

3. Advanced Disposal Services Alabama, LLC

4. Advanced Disposal Services Alabama CATS, LLC

5. Advanced Disposal Services Alabama EATS, LLC

6. Advanced Disposal Services Alabama Holdings, LLC

7. Advanced Disposal Services ASW, LLC

8. Advanced Disposal Services Atlanta, LLC

9. Advanced Disposal Services Augusta, LLC

10. Advanced Disposal Services Carolinas, LLC

11. Advanced Disposal Services Carolinas Holdings, LLC

12. Advanced Disposal Services Central Florida, LLC

13. Advanced Disposal Services Cobb County Recycling Facility, LLC

14. Advanced Disposal Services Cobb County Transfer Station, LLC

15. Advanced Disposal Services Georgia Holdings, LLC

16. Advanced Disposal Services Gulf Coast, LLC

17. Advanced Disposal Services Gwinnett Transfer Station, LLC

18. Advanced Disposal Services Hancock County, LLC

19. Advanced Disposal Services Jackson, LLC

20. Advanced Disposal Services Jacksonville, LLC

21. Advanced Disposal Services Jones Road, LLC

22. Advanced Disposal Services Macon, LLC

23. Advanced Disposal Services Mid-South, LLC

24. Advanced Disposal Services Middle Tennessee, LLC

25. Advanced Disposal Services Mississippi, LLC

26. Advanced Disposal Services North Florida, LLC

27. Advanced Disposal Services North Georgia, LLC

28. Advanced Disposal Services Pasco County, LLC

29. Advanced Disposal Services Rogers Lake, LLC

30. Advanced Disposal Services Smyrna Transfer Station, LLC

31. Advanced Disposal Services Southside Materials Recovery Station, LLC

32. Advanced Disposal Services Stateline, LLC

33. All Star Waste Systems, LLC

34. Arrow Disposal Service, LLC

35. Cartersville Transfer Station, LLC, d/b/a Riverside Transfer Station

36. Caruthers Mill C&D Landfill, LLC

37. Coastal Recyclers Landfill, LLC

38. Coastal Recyclers Transfer Station, LLC

39. Container & Compactors Services, LLC

40. Doraville Transfer Station, LLC

41. Eagle Point Landfill, LLC

42. Firetower Landfill, LLC

43. Hall County Transfer Station, LLC

44. Hidden Acres Land Company, LLC

45. Nassau County Landfill, LLC

46. Old Kings Road Solid Waste, LLC

47. Old Kings Road, LLC

48. Stone’s Throw Landfill, LLC

49. Turkey Trot Landfill, LLC

50. Welcome All Transfer Station, LLC

51. Wolf Creek Landfill, LLC

Wsi Of New York Inactive S-4Registration of securities issued in business combination transactions