Cherokee Run Landfill S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 3.321

ARTICLES OF INCORPORATION

OF

BROWNING-FERRIS INDUSTRIES CHEMICAL SERVICES, INC.

     FIRST. The name of the corporation is BROWNING-FERRIS INDUSTRIES CHEMICAL SERVICES, INC.

     SECOND. Its principal office in the State of Nevada is located at One East First Street, Reno, Washoe County, Nevada 89501. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.

     THIRD. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To provide manual and chemical cleaning services to heavy industry and the sale of proprietary and other chemical;

To provide catalyst loading, handling, hauling, cleaning and processing services to industries requiring our services;

To buy, collect, transport, process and sell paper, secondary fibers and wood pulp;

To collect, transport, process and dispose of solid and liquid waste of all descriptions;

To construct, repair, use and sell equipment and buildings of all kinds within and without our line of trade.

To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To hold, purchase and convey real and personal property and to mortgage or sublease any such real and personal property with its franchises and to take the same by devise or bequest.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant license in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of or any bonds, securities or evidences of the indebtedness created by any other corporation or corporations of this state, or any other state or government, and while owner of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bill of exchange, debentures, and other obligations and evidences of indebtedness, payable at specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage pledge, or otherwise, or unsecured, for money borrowed, or in payment for property, purchased, or acquired, or for any other lawful objects.

To purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or funds; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further, that shares of its own capital stock belonging to it

shall not be voted upon, directly or indirectly, nor counted as outstanding, for the purpose of computing any stockholder’s quorum or vote.

To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in this state, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and in any foreign countries.

To do all and everything necessary and proper for the accomplishment of the objects hereinbefore enumerated or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects hereinbefore set forth.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from the terms of any other clause in these articles of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

     FOURTH: The amount of the total authorized capital stock of the corporation is Two Hundred Thousand Dollars ($200,000) consisting of two hundred thousand (200,000) shares of stock of the par value of One Dollar ($1.00) each.

     FIFTH: The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this corporation, provided that the number of directors shall not be reduced to less than three (3), except that in cases where all the shares of the corporation are owned beneficially and of record by either one or two stockholders,

the number of directors may be less than three (3) but not less than the number of stockholders.

     The names and post office addresses of the first board of directors, which shall be three (3) in number, are as follows:

NAME	POST OFFICE ADDRESS
Tom J. Fatjo, Jr.	1603 Fannin Bank Building
	Houston, Texas 77025
Roger A. Ramsey	1603 Fannin Bank Building
	Houston, Texas 77025
Norman A. Myers	1603 Fannin Bank Building
	Houston, Texas 77025

     SIXTH: The capital stock, after the amount of the subscription price, or par value has been paid in shall not be subject to assessment to pay the debts of the corporation.

     SEVENTH: The name and post office address of each of the incorporators signing the articles of incorporation are as follows:

NAME	POST OFFICE ADDRESS
K. S. Hood II	811 Dallas Avenue
	Houston, Texas 77002
E. W. Patterson	811 Dallas Avenue
	Houston, Texas 77002
T. F. Elkin	811 Dallas Avenue
	Houston, Texas 77002

     EIGHTH: The corporation is to have perpetual existence.

     NINTH: In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized;

     Subject to the bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the corporation.

     To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

     By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholder’s meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange

all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

     TENTH: Meetings of stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

     ELEVENTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed by statute, or by the articles of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands this 30th day of July, 1974.

K. S. Hood II

K. S. Hood II

E. W. Patterson

E. W. Patterson

T. F. Elkin

T. F. Elkin

STATE OF TEXAS	)
	)	SS
COUNTY OF HARRIS	)

     On this 30th day of July, 1974, before me a Notary Public, personally appeared K. S. Hood II, E. W. Patterson, and T. F. Elkin, who severally acknowledged that they executed the above instrument.

Glenmary Russell

Notary Public

(Stamp)