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EXHIBIT 3.20
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF ORGANIZATION
OF
CENTRAL LOUISIANA WASTE, A LIMITED LIABILTIY COMPANY
Edward L. Krielow certifies:
1. That he is a Manager and Member of Central Louisiana Waste, A Limited
Liability Company, domiciled in the State of Louisiana.
2. That at a meeting of the Managers of said company, duly held in
Jennings, Louisiana, on the 5th day June, 1995, the following resolution was
adopted:
"Resolved: that Article 8 of the Articles of Organization of this company be
amended to read as follows: "The company shall be dissolved, and the winding up
of its affairs shall take place upon the first to occur of the following:
(1) The occurrence of events specified in writing in the articles of
organization or operating agreement.
(2) Upon a majority vote of its membership voting by capital units.
(3) The death, interdiction, withdrawal, expulsion, bankruptcy, or
dissolution of a member or the occurrence of any other event which
terminates the continued membership of a member in the limited
liability company, unless within 90 days after such event, the limited
liability company is continued by the unanimous consent of the
remaining members or as otherwise provided in the Articles of
Organization or a written operating agreement and, if membership is
reduced to one, the admission of one or more members."
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3. That a meeting of the members of said company duly held at Jennings,
Louisiana on 5th day of June, 1995, a resolution was adopted which resolution
was identical in form to the manager's resolution set forth in paragraph No. 2
above.
4. That the number of capital units which voted affirmatively for the
adoption of said resolution is 100%, and the total number of capital units
entitled to vote on or consent to said amendment is 100,000.
/s/ Edward L. Krielow
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MANAGER
The undersigned declares under penalty of perjury that the matters set
forth in the foregoing certificate are true and correct.
Executed at Jennings, Louisiana, on the 5th day June, 1995.
/s/ Edward L. Krielow
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MANAGER
SWORN TO AND SUBSCRIBED before me this 5th day of June, 1995.
/s/ Cheryl Sheunissen
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NOTARY PUBLIC
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ARTICLES OF ORGANIZATION
OF
CENTRAL LOUISIANA WASTE, L.L.C.
(A LIMITED LIABILITY COMPANY)
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF JEFFERSON DAMS
BE IT KNOWN, that on the 19th day of May, 1995,
BEFORE ME, Christy C. Pickle, a Notary Public duly appointed and
commissioned in and for the Parish of Jefferson Davis, State of Louisiana, and
residing therein,
PERSONALLY CAME AND APPEARED the subscribers hereto, who declared unto me,
Notary, in the presence of the undersigned competent witnesses, that they are of
the full age of majority, are domiciled in the Parish of Jefferson Davis,
Louisiana, and that, availing themselves of the provisions of the Limited
Liability Law of the State of Louisiana, they do hereby form a limited liability
company subject to the following Articles of Organization:
1.
COMPANY NAME
The name of the limited liability company is:
Central Louisiana Waste, L.L.C.
2.
COMPANY PURPOSE
The purpose of the organization is to engage in any lawful activity for
which limited liability companies may be formed under the laws of the State of
Louisiana. Including without limitation, developing and operating solid waste
landfill facilities.
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3.
DURATION OF COMPANY
The company shall commence its existence upon the signing of these
articles. The duration of the company shall be for the period in which the
company is involved in developing and operating of landfill facilities, unless
by unanimous decision of its managers, a new specified purpose of the company is
amended into these articles, or the intention is memorialized in formal meeting
of managers or members.
4.
MANAGEMENT
i. MANAGER(S): The management of the company shall be vested in not less
than one (1) nor more than five (5) manager(s), who shall have sole and
unfettered authority to manage, encumber, lease, rent, sell or otherwise deal
with affairs of waste disposal conducted by the company.
ii. MEMBER(S): The members of the company shall not have authority to deal
with company property or affairs absent specific delegation or authority to
specific member(s).
5.
ELIMINATION OF LIABILITY/INDEMNITY
The manager(s) shall not be personally liable for my monetary damages for
breach of any duty provided for under Louisiana Revised Statue 12:1314 (1992),
to the maximum extent allowed under Louisiana Revised Statue 12:1315 (1992).
Furthermore, the company shall indemnify each manager for judgments, settlement,
penalties, fines or expense incurred, including the fees of attorneys or
certified public accountants retained for defense, because such manager(s) is or
was manager..
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6.
MEMBERSHIP/CAPITAL UNITS
Membership shall consist of these persons holding capital units, as
approved pursuant to the provisions of Louisiana Revised Statue 12:1332 A
(1992). The initial capitalization shall be authorized to issue FIVE HUNDRED
THOUSAND (500,000) aggregate capital units.
7.
MEMBERSHIP/RESTRICTIONS
Membership interests or capital units shall not be transferrable or
assignable, in whole or in part, absent the unanimous concurrence of the
manager(s). However, notwithstanding such restriction, membership interests or
capital units may be donated by members to legal heirs, or to the children of
legal heirs, but any such donee(s) shall be subject to this restriction.
8.
DISSOLUTION
The company shall be dissolved, and the winding up of its affairs shall
take place, upon the majority vote of its membership voting by capital units.
9.
SUCCESSOR MEMBERSHIP
Should membership be reduced to one (1) member as a result of death or
incapacity, then in accordance with Louisiana Revised Statue 12:1333 (1992),
provisional membership shall be vested in the legal representative of such
member, or, in the case of no such legal representative has been provided for,
provisional membership shall be vested within the heirs having sense in law.
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10.
INITIAL MEMBERSHIP/MANAGEMENT
The names and post office addresses of the first members and managers of
this corporation are:
1. Edward L. Krielow
P.O. Box 918
Jennings, LA 70546
2. Carl J. Krielow
P.O. Box 39
Roanoke, LA 70581
3. William J. Krielow
P.O. Box 39
Roanoke, LA 70581
THUS DONE AND SIGNED at Jennings, Louisiana, on the date herein first above
written, in the presence of the undersigned witnesses, who hereunto sign their
names with the said appearers and me, Notary, after due reading of the whole.
WITNESSES:
/s/ /s/ Edward L. Krielow
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Edward L. Krielow
/s/
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/s/ /s/ Carl J. Krielow
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Carl J. Krielow
/s/
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/s/ /s/ William J. Krielow
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William J. Krielow
/s/
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/s/ Christy C. Pickle
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NOTARY PUBLIC
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UNITED LIABILITY COMPANY INITIAL REPORT
State of Louisiana :
Parish of Jefferson Davis :
To: The Secretary of State
Baton Rouge, Louisiana
Complying with R.S. 1950, 12:1305(E), CENTRAL LOUSIANA WASTE LLC (A LIMITED
LIABILITY COMPANY, hereby makes its initial report as follows:
Municipal Address or Location of its Registered Office:
510 North Cutting Avenue
Jennings, Louisiana 70546
Name and Municipal Address or Location of Each Registered Agent:
Edward L. Krielow
1103 Granger Street
Jennings, Louisiana 70546
Carl J. Krielow
Highway 90
Roanoke, Louisiana 70581
William J. Krielow
Highway 90
Roanoke, Louisiana 70581
Name and Municipal Address or Location of Each First Managers and Members
Edward L. Krielow
1103 Granger Street
Jennings, Louisiana 70546
Carl L. Krielow
Highway 90
Roanoke, Louisiana 70581
William J. Krielow
Highway 90
Roanoke, Louisiana 70581
/s/ Edward L. Krielow
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MEMBER
/s/ Carl J. Krielow
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MEMBER
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/s/ William J. Krielow
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MEMBER
The undersigned accepts the designation as registered agent for and on behalf of
the above named limited liability company.
I hereby accept the appointment of registered agent.
Registered agent:
/s/ Edward L. Krielow
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MEMBER
/s/ Carl J. Krielow
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MEMBER
/s/ William J. Krielow
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MEMBER
Sworn to and subscribed before me, this 19th day of May, 1995.
/s/ Christy C. Pickle
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Notary Public
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