Allied Waste Industries S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 3.1019

[STAMP]

ARTICLES OF INCORPORATION

OF

PELTIER EQUIPMENT LEASING CORP.

          The undersigned, being of legal age and desiring to form a corporation under the Oregon Business Corporation Act, adopts the following Articles of Incorporation, in duplicate:

ARTICLE I

          The name of the corporation is:

PELTIER EQUIPMENT LEASING CORP.

ARTICLE II

          The duration of the corporation is perpetual.

ARTICLE III

          This corporation is organized for the purpose of engaging in the business of equipment leasing and to engage in any lawful activity for which corporations may be organized under Chapter 57 of the Oregon Revised Statutes.

ARTICLE IV

          The aggregate number of shares which this corporation shall have the authority to issue is 5,000 shares of common stock, $1.00 par value.

          All stock shall be issued under the requirements of Section 1244 of the Internal Revenue Code of 1954, as amended, so as to qualify thereunder as Small Business Corporation stock.

ARTICLE V

          No shareholder of this corporation shall have any

preemptive or other preferential right to subscribe to any shares of any class of stock of this corporation, whether now or hereafter authorized, or to any treasury shares offered for sale by the corporation, or to any obligations convertible into the stock of the corporation, issued or sold, nor any right of subscription to any thereof, other than such, if any, as the Board of Directors, in its discretion from time to time may determine, and at such price as the Board of Directors may from time to time fix, regardless of whether the issue or sale of any such shares shall adversely affect said shareholder’s proportion of voting power.

ARTICLE VI

          No transaction which the corporation may engage in with any officer, director or shareholder, or with any other interested person, or with any affiliated corporation, shall be invalidated or in any way affected merely because of the relationships involved, nor shall such transaction be invalidated or in any way affected merely because such person participated in the decision to enter into such transaction.

ARTICLE VII

          The first Board of Directors shall consist of three members whose names and post office addresses are:

Name	Address
Doris Jean Peltier	6711 S. W. Canyon Road #74
	Portland, Oregon 97225
Arlyne A. Dudley	2160 N. W. Johnson #5
	Portland, Oregon 97210
Lee Davis Kell	2816 N. E. 19th
	Portland, Oregon 97212

ARTICLE VIII

          The registered agent of this corporation for service

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of process is Lee Davis Kell, whose address is 1107 Commonwealth Building, Portland, Oregon 97204, and said address is the registered office of this corporation.

ARTICLE IX

          The name and post office address of the incorporator is as follows: Lee Davis Kell, 1107 Commonwealth Building, Portland, Oregon 97204.

          I, the undersigned incorporator, declare under penalties of perjury that I have examined the foregoing and to the best of my knowledge and belief, it is true, correct and complete.

          Dated: October 20^th , 1971.

/s/ Lee Davis Kell  

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[ILLEGIBLE]

Articles of Amendment

of

PELTIER EQUIPMENT LEASING CORP

(Present (not new) Corporate Name)

     Pursuant to ORS 57.360(1), a majority of the DIRECTORS of the corporation entitled to vote thereon adopt the following Articles of Amendment:

     1. The name of the corporation prior to this amendment is:

          Peltier Equipment Leasing Corp.

     2. The following amendment of the Articles of Incorporation was adopted by the Directors on April 19, 1973; the corporation has not issued any shares of stock.

(The article or articles being amended should be set forth in full as they will be amended to read.)

          Article I of the Articles of Incorporation shall be amended to read as follows:

“ARTICLE I
The name of this corporation is:
SANITATION EQUIPMENT LEASING, INC.”

     3. Indicate total number of shares which, at time of adoption of amendment, were outstanding                    0                    ; entitled to vote thereon                                         ; voted for amendment                                        ; voted against amendment                                        

     4. If the shares of any class were entitled to vote on such amendment as a class, designate the number of outstanding shares entitled to vote thereon and the number of shares of each such class voted for and against such amendment:

Class  Number of Shares
Outstanding and
Entitled to Vote
Number of Shares Voted
For       Against

     5. If amendment provides for an exchange, reclassification or cancellation of issued shares, and the manner in which the same shall be effected is not otherwise set forth herein, the exchange, reclassification or cancellation shall be effected as follows:

     6. If amendment effects a change in amount of stated capital, the amount of stated capital as changed is $                                        . Change effected as follows:

     We, the undersigned, declare under the penalties of perjury that we have examined the foregoing and to the best of our knowledge and belief it is true,correct and complete.

/s/ Doris J. Peltier	and	/s/ Lee Davis Kell
Vice President		Asst. secretary

Dated      April 30, 1973

094815-16 (0.00) 

FILED

AUG 23 1999

SCRETARY OF STATE

ARTICLES OF AMENDMENT

TO ARTICLES OF INCORPORATION OF

WILLAMETTE RESOURCES, INC.

     1. The name of the corporation is Willamette Resources, Inc.

     2. The amendments adopted to the articles of incorporation are as follows, to add the following articles to the articles of incorporation:

“ARTICLE X. ELIMINATION OF LIABILITY

     “A. To the fullest extent permitted by law, no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, except that this provision shall not eliminate or limit the liability of a director for any of the following:

     “1. Any act or omission occurring before the date this provision becomes effective;

     “2. Any breach of the director’s duty of loyalty to the corporation or its shareholders;

     “3. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

     “4. Any distribution to shareholders that is unlawful under the Oregon Business Corporation Act or successor statute; or

     “5. Any transaction from which the director derived an improper personal benefit.

     “B. Without limiting the generality of the foregoing, if the provisions of applicable law are further amended at any time, and from time to time, to authorize corporate action further eliminating the personal liability of directors and officers of the corporation, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by applicable law, as so amended.

     “C. No amendment to or repeal of this Article X, or adoption of any provision of these Articles of Incorporation inconsistent with this Article X, or a change in the law, shall adversely affect any elimination or limitation of liability, or other right or protection, that is based upon this Article X and pertains to any

Newco-13350\001\

[ILLEGIBLE]

act, conduct, omission, or circumstance that occurred or existed before the amendment, repeal, adoption, or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Article X unless the change in law specifically requires the reduction or elimination. No amendment to or repeal of this Article X shall apply to or have any effect on the liability or alleged liability of any director or officer of the corporation for or with respect to any acts or omissions before the amendment or repeal.”

“ARTICLE XI. INDEMNIFICATION

     “A. The corporation shall indemnify, to the fullest extent permitted by law, any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including any action, suit, or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or any of its subsidiaries, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation or any of its subsidiaries, or served or serves at the request of the corporation as a director or officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this Article XI shall not be exclusive of any rights to which the person indemnified may otherwise be entitled under any provision of these Articles of Incorporation, the Bylaws, agreement, statute, policy of insurance, or otherwise.

     “B. Indemnification provided under this Article XI shall continue to cover any director or officer after the person ceases to serve in that capacity and shall enure to the benefit of the person’s heirs, personal representatives, and administrators.

     “C. The right to indemnification conferred by this Article XI shall be considered a contract right between the corporation and the person entitled to indemnity under this Article XI.

     “D. In addition to any rights set forth above in this Article XI, the corporation shall advance all reasonable expenses incurred by a director or officer who on behalf of the corporation is party to a proceeding, in advance of the proceeding to the fullest extent required or authorized under the law.”

     3. The date each amendment was adopted is 8/18, 1999.

Page 2 — ARTICLES OF AMENDMENT Newco-13350\001\

     4. The amendments were approved by the shareholders. Five thousand shares of the corporation are outstanding, 5,000 votes are entitled to be cast on the amendments, 5,000 votes were cast for the amendments, and no votes were cast against the amendments.

Willamette Resources, Inc.
By:	/s/ Gary A. Barton
	Gary A. Barton, Vice President

Page 3 — ARTICLES OF AMENDMENT Newco-13350\001\

094815-16

STATE OF OREGON
DEPARTMENT OF COMMERCE
CORPORATION DIVISION

ARTICLES OF AMENDMENT
By Shareholders
(ORS [ILLEGIBLE])
60

1.	Name of corporation prior to amendment: Sanitation, Equipment Leasing, Inc.
2.	Corporation Division registry number (if known): 094815-16
3.	Date amendment was adopted by shareholders: July 1, 1991
4.	State article number(s) and set forth article(s) as amended:
	Article I is amended in its’ entirety to be as follows:
	“The name of this corporation is Willamette Resources, Inc.”
5.	Shareholder Vote:

	Number of Shares	Number of Shares	Number of Shares	Number of Shares
Class of Shares	Outstanding	Entitled to Vote	Voted For	Voted Against
common	5,000	0	0	0

		60
6.	Other provisions, if applicable, required to be set forth by ORS	[ILLEGIBLE]

7. We, the undersigned officers, declare under the penalties of perjury that we have examined the foregoing and, to the best of our knowledge and belief, it is true, correct, and complete.

/s/ Richard F. Brentano	and	/s/ Duane L. Sorensen
President or Vice President		Secretary or Assistant Secretary

	Dated: 7-1 ,1991
8.	Person to contact about this amendment:

Gary Barton	757-0011
Name	Telephone number

Submit the original and true copy to the Corporation Division, Commerce Building, 158 12th Street NE, Salem, Oregon 97310. There is no fee required. If you have any questions, please call (503) 378-4166.

08089102513  831.115   10.00

BC-3   (11/86) [ILLEGIBLE]