EXHIBIT 3.34
BYLAWS
OF
SANFORD RECYCLING AND TRANSFER, INC.
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting shall be held once each calendar
year for the purpose of electing directors and for the transaction of such other
business as may properly come before the meeting. The annual meeting shall be
held at the time and place designated by the Board of Directors from time to
time.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
requested by the President, the Board of Directors, or the holders of a majority
of the outstanding voting shares.
SECTION 3. NOTICE. Written notice of all shareholder meetings shall be provided
under this section or as otherwise required by law. The Notice shall state the
place, date, and hour of meeting, and if for a special meeting, the purpose of
the meeting. Such notice shall be mailed to all shareholders of record at the
address shown on the corporate books, at least 10 days prior to the meeting.
Such notice shall be deemed effective when deposited in ordinary U.S. mail,
properly addressed, with postage prepaid.
SECTION 4. PLACE OF MEETING. Shareholders meetings shall be held at the
corporation's principal place of business unless otherwise stated in the notice.
SECTION 5. QUORUM. A majority of the outstanding voting shares, whether
represented in person or by proxy, shall constitute a quorum at a shareholders
meeting. In the absence of a quorum, a majority of the represented shares may
adjourn the meeting to another time without further notice. If a quorum is
represented at an adjourned meeting, any business may be transacted that might
have been transacted at the meeting as originally scheduled. The shareholders
present at a meeting represented by a quorum may continue to transact business
until adjournment, even if the withdrawal of some shareholders results in
representation of less than a quorum.
SECTION 6. INFORMAL ACTION. Any action required to be taken, or which may be
taken, at a shareholders meeting, may be taken without a meeting and without
prior notice if a consent in writing, setting forth the action so taken, is
signed by the shareholders who own all of the shares entitled to vote with
respect to the subject matter of the vote.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER OF DIRECTORS. The corporation shall be managed by a Board of
Directors consisting of Three director(s).
SECTION 2. ELECTION AND TERM OF OFFICE. The directors shall be elected at the
annual shareholders meeting. Each director shall serve a term of One year, or
until a successor has been elected and qualified.
SECTION 3. QUORUM. A majority of directors shall constitute a quorum.
SECTION 4. ADVERSE INTEREST. In the determination of a quorum of the directors,
or in voting, the adverse interest of a director shall not disqualify the
director or invalidate his or her vote.
SECTION 5. REGULAR MEETING. An annual meeting shall be held, without notice,
immediately following and at the same place as the annual meeting of the
shareholders. The Board of Directors may provide, by resolution, for additional
regular meetings without notice other than the notice provided by the
resolution.
SECTION 6. SPECIAL MEETING. Special meetings may be requested by the President,
Vice-President, Secretary, or any two directors by providing five days' written
notice by ordinary United States mail, effective when mailed.
SECTION 7. INFORMAL ACTION. Any action required to be taken at a meeting of
directors, or any action which may be taken at a meeting of directors or of a
committee of directors, may be taken without a meeting if a consent in writing
setting forth the action so taken, is signed by all of the directors or all of
the members of the committee of directors, as the case may be.
SECTION 8. REMOVAL / VACANCIES. A director shall be subject to removal, with or
without cause, at a meeting of the shareholders called for that purpose. Any
vacancy that occurs on the Board of Directors, whether by death, resignation,
removal or any other cause, may be filled by the remaining directors. A director
elected to fill a vacancy shall serve the remaining term of his or her
predecessor, or until a successor has been elected and qualified.
SECTION 9. COMMITTEES. To the extent permitted by law, the Board of Directors
may appoint from its members a committee or committees, temporary or permanent,
and designate the duties, powers and authorities of such committees.
ARTICLE III
OFFICERS
SECTION 1. NUMBER OF OFFICERS. The officers of the corporation shall be a
President, one or more Vice-Presidents (as determined by the Board of
Directors), a Secretary, and a Treasurer. Two or more offices may be held by one
person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors
following the annual meeting of the shareholders. Each officer shall serve a one
year term or until a successor has been elected and qualified.
SECTION 3. REMOVAL OR VACANCY. The Board of Directors shall have the power to
remove an officer or agent of the corporation. Any vacancy that occurs for any
reason may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The corporation shall have a corporate seal, which shall be affixed to all
deeds, mortgages, and other instruments affecting or relating to real estate.
All instruments that are executed on behalf of the corporation which are
acknowledged and which affect an interest in real estate shall be executed by
the President or any Vice-President and the Secretary or Treasurer. All other
instruments executed by the corporation, including a release of mortgage or
lien, may be executed by the President or any Vice-President. Notwithstanding
the preceding provisions of this section, any written instrument may be executed
by any officer(s) or agent(s) that are specifically designated by resolution of
the Board of Directors.
ARTICLE V
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors or the
shareholders by a two-thirds majority of a quorum vote at any regular or special
meeting; provided however, that the shareholders may from time to time specify
particular provisions of the bylaws which shall not be amended or repealed by
the Board of Directors.
ARTICLE VI
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her
position as a director or officer of this corporation shall be indemnified and
held harmless by the
Corporation to the fullest extent authorized by law as it now exists or may
subsequently be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights).
ARTICLE VII
STOCK CERTIFICATES
The corporation may issue shares of the corporation's stock without
certificates. Within a reasonable time after the issue or transfer of shares
without certificates, the corporation shall send the shareholder a written
statement of the information that is required by law to be on the certificates.
Upon written request to the corporate secretary by a holder of such shares, the
secretary shall provide a certificate in the form prescribed by the directors.
CERTIFICATION
I certify that the foregoing is a true and correct copy of the bylaws of the
above-named corporation, duly adopted by the incorporator(s) on July 03, 2002.
__________________________
Frank Ward, Jr., Secretary