EXHIBIT 3.86
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BY-LAWS
OF
AMERICAN LANDFILL SUPPLY CO.
ARTICLE I
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MEETINGS OF SHAREHOLDERS
Section 1.01 - Annual Meetings.
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(a) An annual meeting of shareholders for the election of directors, for the
consideration of any reports and for the transaction of such other as
may be brought before the meeting, shall be held on the first Monday of
the fourth month following the close of the Corporation's fiscal year or
on such other date as may be designated by the Board of Directors.
(b) If the annual meeting is not held or if directors are not elected at the
meeting, they may be elected at any special meeting called and held for
that purpose.
Section 1.02 - Special Meetings.
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(a) Unless otherwise prescribed by statute, a special meeting of the
shareholders may be called (i) by the President; or (ii) by any other
officer or assistant officer then authorized pursuant to these By-Laws
or otherwise by the Board of Directors to call such meetings; or (iii)
by a majority of the members of the Board of Directors acting with or
without a meeting; or (iv) by any persons holding 25% or more of the
shares then outstanding and entitled to vote at a shareholders' meeting.
(b) Upon the request in writing being delivered to the President or to the
Secretary by any person or persons entitled to call a meeting of the
shareholders, the person to whom the request is delivered shall give
notice to shareholders of the meeting. If the request is refused, the
person or persons making the request may call a meeting of the
shareholders by giving notice in the manner hereinafter provided in
Section 1.04.
Section 1.03 - Place of Meetings.
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(a) The annual and all other meetings of the shareholders shall be held at
such places as may from time to time be designated by the Board of
Directors.
(b) If another place has not been designated by the Board of Directors, all
meetings shall be held at the principal office of the Corporation.
Section 1.04 - Notice of Meetings.
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(a) Each shareholder shall furnish the Secretary with an address to which
notices of meetings and other notices or correspondence may be
addressed.
(b) Written notices of the time and place of any meeting of shareholders
shall be given to each shareholder of record entitled to vote at such
meeting by the President or by the Secretary or, in the event of their
failure to do so, by the person or persons entitled to call such
meeting.
(c) Except as otherwise expressly required by Iowa law, notice of any
meeting of shareholders shall be given not more than fifty days nor less
than ten days before the day upon which the meeting is to be held, by
serving the notice personally upon each shareholder or by mailing same
to the address of each shareholder as last shown upon the records of the
corporation. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
(d) Except as expressly required by Iowa law, no publication of any notice
of any meeting of shareholders shall be required.
(e) In the event of any transfer of shares after notice has been given, but
prior to the day upon which the meeting is to be held, it shall not be
necessary to give any additional notice to the transferee.
(f) In addition to stating the time and the place of the meeting, every
notice of a special meeting of the shareholders shall state briefly the
purpose specified by the person or persons claiming such meeting. Any
business other than that stated in the notice shall be taken up at such
meeting only with the unanimous written consent of the holders of all
the shares entitled to vote at such meeting.
Section 1.05 - Waiver of Notice of Meeting.
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(a) Any shareholder may, either before or after any meeting, waive any
notice required to be given by law or under these By-Laws. Notice of
any meeting of shareholders shall not be required to be given to any
shareholders who attends such meeting whether in person or by proxy.
(b) Any waiver of notice must be in writing and filed with or entered upon
the records of the Corporation.
Section 1.06 - Action without Meeting.
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(a) Any action which may, under any provision of Iowa law, or the Articles
of Incorporation, or these By-Laws, be taken at a meeting of the
shareholders, may be
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taken without a meeting if authorized by a writing signed by all the
holders of shares who would be entitled to notice of a meeting called
for such purpose.
Section 1.07 - Quorum.
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(a) Those shareholders present in person or by proxy entitling them to
exercise a majority of the voting power shall constitute a quorum for
any meeting of shareholders.
(b) In the event of an absence of a quorum at any meeting or at any
adjournment thereof, a majority of those present in person or by proxy
and entitled to vote may adjourn such meeting from time to time. At any
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally
called.
Section 1.08 - Organization.
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(a) Upon the request of any shareholder at any meeting of shareholders, the
order of business shall be, unless changed by affirmative vote of a
majority of the shareholders present in person or by proxy, as follows:
(i) Roll call, to establish a quorum;
(ii) Appointment of inspectors of election if requested;
(iii) Acceptance of minutes of previous meeting;
(iv) Presentation of annual financial report;
(v) Presentation of reports of Directors and Committees;
(vi) Presentation of Officers' reports;
(vii) Election of Directors;
(viii) Consideration of unfinished business;
(ix) Consideration of new business.
Section 1.09 - Voting.
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(a) Each bolder of any share of any class of the Corporation entitled to
vote on any matter shall be entitled in person or by proxy to one vote
on each matter for each share registered in the holders's name on the
books of the Corporation.
(b) Persons holding voting shares in a fiduciary capacity shall be entitled
to vote the shares so held. Persons who are voting pledged shares shall
be entitled to vote such
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shares unless the pledgee shall have been expressly empowered by the
shareholder to vote such shares in which case only the pledgee or his
proxy may vote such shares.
Section 1.10 - Proxies.
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(a) At any meeting of shareholders, any person who is entitled to attend, or
to vote thereat and to execute consents, waivers or releases, may be
represented at such meeting or vote thereat, and execute consents,
waivers and releases, and exercise any of his other rights, by proxy or
proxies appointed by writing signed by such person.
(b) Voting by proxy or proxies shall be governed by all of the provisions of
Iowa law, including the provisions relating to the sufficiency of the
writing, the duration of the validity of the proxy or proxies, and the
power of substitution and revocation.
ARTICLE II
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BOARD OF DIRECTORS
Section 2.01 - General Powers.
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(a) The powers of the Corporation shall be exercised, its business and
affairs conducted, and its property managed under the direction of the
Board of Directors, except as otherwise provided by Iowa law, by the
Articles of Incorporation, or by these By-Laws.
Section 2.02 - Number.
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(a) The Board of Directors shall consist of not fewer than three nor more
than fifteen Directors, except that if all outstanding share of all
classes of capital stock of the Corporation are held of record by fewer
than three persons, the number of Directors may be fewer than three but
not fewer than the number of record holders. Initially, the number of
Directors shall be there.
(b) Without amendment of these By-Laws, the number of Directors, subject to
the foregoing limitations, may be fixed or changed by resolution adopted
by the shareholders of any meeting.
(c) No reduction of the number of Directors shall have the effect of
removing any director prior to the expiration of his or her term of
office.
Section 2.03 - Classification and Term.
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(a) Unless the Board of Directors is divided into classes as provided in
these By-Laws, the term of office of each Director shall be until
adjournment of the next succeeding annual meeting of the shareholders,
or meeting in lieu thereof, at which Directors are elected or until a
successor is elected and qualifies as Director.
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(b) Without amendment of these By-Laws, the Board of Directors may be
divided, by resolution of the shareholders, into two or three classes
with each class to consist of three or such larger number of Directors
as the shareholders shall from time to time determine (except that where
all outstanding shares entitled to elect a class are owned by fewer than
three persons, the number of directors of that class may be fewer than
three but not fewer than the number of record holders of that class).
Each class shall be designated consecutively as Class I, Class II, et
seq. All classes shall be initially elected at the annual meeting of
shareholders coinciding with or next following adoption of the
resolution classifying the Board of Directors, and the initial term of
office of each class shall be as follows: Class I shall be until the
first succeeding annual meeting at which Directors are elected; Class II
shall be until the second succeeding annual meeting at which Directors
are elected; and Class III, if any, shall be until the third succeeding
annual meeting at which Directors are elected. Thereafter, the term of
office of each class shall be until the second, or, of three classes,
the third annual meeting at which Directors are elected after the
initial term of that class. Each Director of each class shall hold
office until a successor is elected as Director.
Section 2.04 - Resignations.
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(a) Any Director of the corporation may resign at any time by giving written
notice to the President or Secretary of the Corporation.
(b) A resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, shall become effective upon
delivery.
(c) The acceptance of any resignation shall not be necessary to make it
effective unless so specified in the resignation.
Section 2.05 - Vacancies.
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(a) Vacancies in the Board of Directors may be temporarily filled until the
next annual meeting of shareholders at which Directors are elected or
until a successor is elected by a majority vote of the remaining
Directors, even though they may be less than a quorum of the entire
number of Directors constituting a full Board.
(b) Shareholders entitled to elect Directors shall have a right to fill any
vacancy in the Board, whether the same has been temporarily filled by
the remaining Directors or not, at any special meeting at which
Directors are elected. Any Director so elected by the shareholders to
fill a vacancy shall serve for the remaining term of the vacant office
and until a successor is elected and qualified.
Section 2.06 - Bylaws.
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(a) The Board of Directors may adopt bylaws to govern its own proceedings
and its transactions of business, as well as the administration of the
Corporation, the conduct
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of the Corporation's business and other affairs, management of the
Corporation's property, and any other matters properly within the
authority or discretion of the Board of Directors so long as consistent
with the Articles of Incorporation, these By-Laws and any applicable
provisions of Iowa law.
Section 2.07 - Quorum and Manner of Acting.
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(a) Except as otherwise provided in these By-Laws, a majority of the number
of Directors shall be present in person at any meeting of the Directors
in order to constitute a quorum for the transaction of business at such
meeting.
(b) Except as otherwise provided in these By-Laws, the act of the majority
of the Directors present at any meeting of Directors at which a quorum
is present shall be the act of the Board of Directors.
(c) In the absence of a quorum at any meeting of Directors, a majority of
those present may adjourn the meeting from time to time until a quorum
shall be present and notice of any adjournment meeting need not be
given.
Section 2.08 - Removal of Directors.
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(a) Any Director may be removed, with or without cause, at any time by the
affirmative vote of a majority of the outstanding shares then held of
record by the shareholders of the Corporation entitled to vote at a
special meeting of the shareholders called for that purpose. Any
vacancy in the Board of Directors caused by any removal may be filled by
the shareholders at the same meeting.
ARTICLE III
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EXECUTIVE AND OTHER COMMITTEES
Section 3.01 - Creation.
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(a) The Board of Directors may create an Executive Committee or any other
committee of Directors consisting of not less than three Directors, and
may delegate to each such committee any of the authority of Directors
other than the filling of vacancies on the Board of Directors or in any
committee of Directors.
(b) Each such committee shall serve at the pleasure of the Directors, shall
act only in the intervals between meetings of the Directors, and shall
be subject to the control and direction of the Directors.
Section 3.02 - Alternate and Ex Officio Members.
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(a) The Directors may appoint one or more Directors as alternate members of
any committee, which alternate member or members may take the place of
any absent member or members at any meeting of such committee.
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(b) Also, the directors may appoint any one or more persons (including
persons who are not Directors) as ex officio members of any committee,
which ex officio member or members shall be entitled to be present in
person, to present matters for consideration and to take part in
consideration of any business by the committee at any meeting of the
committee, but which ex officio member or members shall not be counted
for purposes of a quorum nor for purposes of voting or otherwise in any
way for purposes of authorizing any act or other transaction of business
by such committee.
Section 3.03 - Authority and Manner of Acting.
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(a) Unless otherwise provided in these By-Laws or in any by-laws adopted by
the Directors, or unless otherwise ordered by the Directors, any such
committee may act by majority of its members (excluding ex officio
members) at a meeting or by a writing or writings signed by all of its
members (excluding ex officio members).
(b) Any act or authorization of any act or transaction of business by any
such committee within the authority delegated to it shall be as
effective for all purposes as the act or authorization of the Directors.
ARTICLE IV
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OFFICERS
Section 4.01 - Officers.
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(a) The officers of the Corporation shall be a President, a Treasurer and a
Secretary and such Vice Presidents and other officers or assistant
officers as the Board of Directors may from time to time deem necessary
and appoint. In addition, the Board of Directors may elect a Chairman
from among themselves. More than one office may be held by the same
person, but only a director may serve as Chairman.
Section 4.02 - Appointment and Term of Office.
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(a) The officers of the corporation shall be appointed from time to time by
the Board of Directors as they shall determine, and new offices may be
created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor shall have been appointed.
Section 4.03 - Removal and Resignation.
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(a) Any officer or assistant officer may be removed by the Board of
Directors with or without cause whenever in its judgment the best
interests of the Corporation would be served thereby.
(b) Any officer or assistant officer may resign at any time by giving notice
to the Board of Directors or the Chairman, if any, or to the President
or Secretary of the
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Corporation, and any such resignation shall take effect at the time
specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make the
resignation effective.
Section 4.04 Duties of Officers.
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(a) The Chairman, if any, shall preside at all meetings of the shareholders
and all meetings of the Board of Directors.
(b) The President shall be the chief executive officer of the corporation,
and shall in the absence of a Chairman, preside at all meetings of the
shareholders and, unless another person is designated by the Board of
Directors, all meetings of the Board of Directors.
(c) Each of the following officers - the Chairman, if any, the President,
any Vice President, the Secretary, and the Treasurer - jointly or any
one of them individually, shall have the authority to sign, execute and
deliver in the name of the Corporation any deed, mortgage, bond,
instrument, agreement or other document evidencing any transaction
authorized by the Board of Directors, except where the signing or
execution thereof shall have been expressly delegated to another officer
or person on the corporation's behalf.
(d) In the absence of any officer or assistant officer or for any other
reason which the Board of Directors may deem sufficient, the Board of
Directors may delegate the authorities and duties of any officer, or any
assistant officer to any other officer, assistant officer or to any
Director.
(e) In addition to the foregoing, each officer or assistant officer shall
perform all duties as may from time to time be delegated to each of them
by these By-Laws or by the Board of Directors or any committee of
Directors as provided herein.
ARTICLE V
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TRANSFER OF SHARES
Section 5.01 - Certificate for Shares.
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(a) Every owner of any share of any class of the Corporation shall be
entitled to a certificate which shall be in such form as the Board of
Directors shall prescribe, certifying the number of shares in the
Corporation owned by him.
(b) The certificates for the respective classes of shares shall be numbered
in the order in which they shall be issued and shall be signed in the
name of the Corporation by the President or Vice President, and by the
Secretary or Assistant Secretary and a facsimile of such signature can
be used.
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(c) A record shall be kept by the Secretary of the name of each person
owning the shares represented by each certificate, the number of shares
represented thereby, the date thereof and, in case of cancellation, the
date of cancellation.
(d) Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled and no new certificate or certificates shall
be issued in exchange for any existing certificate until the existing
certificate shall have been so cancelled, except in the cases provided
for in Section 5.03 of this Article V.
Section 5.02 - Transfers.
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(a) Transfer of shares in the Corporation shall be made only on the books of
the Corporation by the registered holder, an executor or administrator
or other legal representative of the registered holder, or by an
attorney authorized by a power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer agent appointed by
the Board of Directors.
(b) The person in whose name shares stand on the books of the Corporation
shall, to the full extent permitted by Iowa law, be deemed the owner
thereof for all purposes.
Section 5.03 - Lost, Stolen or Destroyed Certificates.
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(a) The holder of any shares in the Corporation shall immediately notify the
Secretary of any lost, stolen or destroyed certificate, and the
Corporation may issue a new certificate in the place of any certificate
alleged to have been lost, stolen or destroyed.
(b) The Board of Directors may, at its discretion, require the owner of a
lost, stolen or destroyed certificate or his legal representative to
give the Corporation a bond on such terms and with such sureties as it
may direct, to indemnify the Corporation against any claim that may be
made against it on account of the alleged lost, stolen or destroyed
certificate.
(c) The Board of Directors may, however, at its discretion, refuse to issue
any such new certificate except pursuant to legal proceedings in
accordance with applicable sections of the Iowa Business Corporation
Act.
Section 5.04 - Record Date.
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(a) The Board of Directors may, by resolution, fix in advance a date, not
exceeding fifty days preceding the date of any meeting of shareholders
or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at,
any such meeting, or entitled to receive payment of any such dividend or
to any such allotment or rights, or to exercise the rights in respect to
any such change, conversion or exchange.
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(b) Only such shareholders of record on the date so fixed shall be entitled
to receive notice of, and to vote at such meeting, or to receive payment
of such dividend or to receive such allotment or rights or to exercise
such rights, as the case may be, notwithstanding any transfer of any
share on the books of the Corporation after such record date.
ARTICLE VI
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INDEMNIFICATION AND INSURANCE
Section 6.01 - Indemnification.
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(a) Directors and Officers. To the fullest extent not prohibited by
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applicable law, the Corporation shall indemnify each person against any
and all costs and expenses (including attorney fees, judgments, fines,
penalties, amounts paid in settlement, and other disbursements) actually
and reasonably incurred by or imposed upon such person in connection
with any action, suit, investigation or proceeding (or any claim or
other matter therein), whether civil, criminal, administrative or
otherwise in nature, including any settlements thereof or any appeals
therein, with respect to which such person is named or otherwise becomes
or is threatened to be made a party by reason of being or at any time
having been a Director or officer of the Corporation, or by reason of
being or at any time having been, while such a Director or officer, an
employee or other agent of the Corporation or, at the direction or
request of the Corporation, a director, trustee, officer, administrator,
manager, employee, adviser or other agent of or fiduciary for any other
corporation, partnership, trust, venture of other entity or enterprise
including any employee benefit plan.
(b) Employees and Agents. The Corporation shall indemnify any other person
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to the extent such person shall be entitled to indemnification under
Iowa law by reason of being successful on the merits or otherwise in
defense of an action to which such person is named a party by reason of
being an employee or other agent of the Corporation, and the Corporation
may further indemnify any such person if it is determined on a case by
case basis by the Board of Directors that indemnification is proper in
the specific case.
(c) General. Notwithstanding anything to the contrary in these By-Laws, no
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person shall be indemnified to the extent, if any, it is determined by
the Board of Directors or by written opinion of legal counsel designated
by the Board of Directors for such purpose that indemnification is
contrary to applicable law.
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