EXHIBIT 3.11
CERTIFICATE OF LIMITED PARTNERSHIP OF
JONES ROAD LANDFILL AND RECYCLING, LTD.
A FLORIDA LIMITED PARTNERSHIP
The undersigned General Partner, desiring to form a limited partnership
pursuant to the Florida Revised Uniform Limited Partnership Act (1986), hereby
certify the following.
1. The name of the limited partnership is JONES ROAD LANDFILL AND
RECYCLING, LTD. ("Partnership").
2. The address of the office of the Partnership is 6622 Southpoint
Drive South, Suite 310, Jacksonville, Fla. 32216.
3. The name and address of the agent for service of process on the
Partnership is JONES ROAD LANDFILL AND RECYCLING, INC., a Florida corporation.
4. The name and business address of the General Partner is as follows:
JONES ROAD LANDFILL AND RECYCLING, INC.
6622 Southpoint Drive South
Suite 310
Jacksonville, Fla. 32216
5. The name and business addresses of the limited partners are as
follows:
ENVIRONMENTAL CAPITAL HOLDINGS, INC.
6622 Southpoint Drive South
Suite 310
Jacksonville, Fla. 32216
PETER HAAN
6622 Southpoint Drive South
Suite 310
Jacksonville, Fla. 32216
6. The U.S. mailing address of the Partnership is 6622 Southpoint
Drive South, Suite 310, Jacksonville, Fla. 32216.
7. The latest date upon which the Partnership shall dissolve is
December 31, 2029.
8. The effective date of this Certificate of Limited Partnership shall
be upon filing with the Secretary of State's office.
The execution of this Certificate of Limited Partnership by the
undersigned General Partner constitutes an affirmation under the penalties of
perjury that the facts stated herein are true.
IN WITNESS WHEREOF, this Certificate of Limited Partnership has been
executed by the General Partner of JONES ROAD LANDFILL AND RECYCLING, LTD., this
29th day of September, 1989.
GENERAL PARTNER
JONES ROAD LANDFILL AND
RECYCLING, INC.
By: /s/ Everett O. Harwell
-------------------------
Everett O. Harwell, Jr.
President
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AFFIDAVIT OF CAPITAL CONTRIBUTIONS
1. The name of the partnership is JONES ROAD LANDFILL AND RECYCLING, LTD.,
a Florida limited partnership (the "Partnership").
2. The amount of capital contribution of the Limited Partners of the
Partnership is $301,000,00, with $300,000 being contributed by PETER HAAN as a
Special Limited Partner and $1,000 being contributed for ENVIRONMENTAL CAPITAL
HOLDINGS, INC., as a Regular Limited Partner. No further amounts are anticipated
to be contributed by the Limited Partners.
FURTHER AFFIANT SAYETH NOT.
General Partner:
JONES ROAD LANDFILL AND
RECYCLING, INC.
By: /s/Everett O. Harwell
-------------------------------
Everett O. Harwell, Jr.
President
DATE: September 29, 1989
STATE OF FLORIDA )
)SS:
COUNTY OF DUVAL )
BEFORE ME, the undersigned officer, a Notary Public authorized to
administer oaths and to take acknowledgements in and for the State and County
set forth above personally appeared Everett O. Harwell, Jr., President of JONES
ROAD LANDFILL AND RECYCLING, INC., a Florida corporation, known by me to be the
person who executed the foregoing Affidavit of Capital Contributions, and such
person acknowledged to me and before me that he executed this Affidavit as an
officer of the General Partner of said Partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the State and County aforesaid, this 29th day of September,
1989.
/s/
--------------------------------
NOTARY PUBLIC
State of Florida at Large
My Commission Expires: Dec. 20, 1991
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
JONES ROAD LANDFILL AND RECYCLING, LTD.
The Certificate of Limited Partnership of Jones Road Landfill and
Recycling, Ltd., a Florida limited partnership ("Partnership"), filed with the
Department of State on October 11, 1989, is hereby amended and restated in its
entirety as follows:
1. The name of the limited partnership ("Partnership") is Jones Road
Landfill and Recycling, Ltd.
2. The address of the office in Florida at which will be kept the
records of the Partnership required to be maintained by Section 620.106 of the
Florida Revised Uniform Limited Partnership Act (1986) (the "Act") is:
c/o Attwoods Environmental of Florida, Inc.
3225 Aviation Avenue
Coconut Grove, Florida 33133
3. The name and address of the agent for service of process required to
be maintained by Section 620.105(2) of the Act is:
C T Corporation System
8751 West Broward Boulevard
Plantation, Florida 33324
4. The name and business address of the sole General Partner of the
Partnership is as follows:
GENERAL PARTNER BUSINESS ADDRESS
Jones Road Landfill c/o Attwoods Environmental of
and Recycling, Inc. Florida, Inc.
3225 Aviation Avenue
Coconut Grove, Florida 33133
5. A mailing address for the Partnership is as follows:
c/o Attwoods Environmental of Florida, Inc.
3225 Aviation Avenue
Coconut Grove, Florida 33133
6. The latest date upon which the Partnership is to dissolve is
December 31, 2029, unless otherwise continued in accordance with the terms of an
Amendment to this Certificate of Limited Partnership.
IN WITNESS WHEREOF, the undersigned, being the sole general partner of the
Partnership, has duly executed this Amended and Restated Certificate of Limited
Partnership of Jones Road Landfill and Recycling, Ltd., the 14th day of June,
1990 for filing in accordance with Section 620.109 of the Florida Revised
Uniform Limited Partnership Act (1986).
GENERAL PARTNER:
JONES ROAD LANDFILL AND RECYCLING,
INC., a Florida Corporation
By: /s/ Joseph Ruiz
----------------------
Joseph Ruiz, President
SUPPLEMENTAL AFFIDAVIT OF CAPITAL CONTRIBUTIONS
FOR A FLORIDA LIMITED PARTNERSHIP
The undersigned, constituting all of the general partners of Jones Road Landfill
and Recycling, LTD., a Florida Limited Partnership, executed this supplemental
affidavit filed pursuant to section 620.112, Florida Statutes.
The total amount of the capital contributions of the limited partners is
$6,495,000.00.
This 13 day of May, 1991.
FURTHER AFFIANT SAYETH NOT.
Under penalties of perjury I declare that I have read the foregoing and that the
facts are true, to the best of my knowledge and belief.
General Partner
Jones Road Landfill & Recycling, Inc.
By: /s/ Joseph Ruiz
-----------------------------------
Joseph Ruiz, President
BEFORE ME, this day personally appeared Joseph Ruiz who being sworn deposes and
says that the statements contained in the foregoing
Supplemental Affidavit of Capital Contributions for a Florida Limited
Partnership are true and correct.
SWORN TO AND SUBSCRIBED before me this 13th day of May 1991.
/s/
------------------
Notary Public
NOTARY PUBLIC, STATE OF FLORIDA.
MY COMMISSION EXPIRES: Feb 13, 1995.
BONDED THRU NOTARY PUBLIC UNDERWRITERS
FEES $7 per $1000, based on the additional contributions
Minimum $52.50 - Maximum $1750
SUPPLEMENTAL AFFIDAVIT OF CAPITAL CONTRIBUTIONS
FOR A FLORIDA LIMITED PARTNERSHIP
The undersigned, constituting all of the general partners of Jones Road Landfill
and Recycling, Ltd., a Florida Limited Partnership, executed this supplemental
affidavit filed pursuant to section 620.112, Florida Statutes.
The total amount of the capital contributions of the limited partners is
$7,464,460.
This 11th day of January, 1994.
FURTHER AFFIANT SAYETH NOT.
Under penalties of perjury I declare that I have read the foregoing and that the
facts are true, to the best of my knowledge and belief.
General Partner
Jones Road Recycling and Landfill, Inc.
/s/ Phillip C. Foreman
-----------------------------------
Phillip C. Foreman, President
____________________________________
____________________________________
FEES $7 per $1000, based on the additional contributions
Minimum $52.50 - Maximum $1750
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
Jones Road Landfill & Recycling, Ltd.
- --------------------------------------------------------------------------------
(Insert name currently on file with Florida Dept. of State)
Pursuant to the provisions of section 620.109, Florida Statutes, this Florida
limited partnership, whose certificate was filed with the Florida Department of
State on OCTOBER 11, 1989, adopts the following certificate of amendment to its
certificate of limited partnership:
FIRST: Amendment(s): (indicate article number(s) being amended, added, or
deleted)
Article number eight is amended to read as follows:
8.
Name of general partner: BFI Waste Systems of North America, Inc.
Specific Address: 757 N. Eldridge, Houston, Texas 77079
SECOND: This certificate of amendment shall be effective at the time of its
filing with the Florida Department of State.
THIRD: Signature(s)
Signature of current general partner:
/s/
---------------------------------
Signature(s) of new general partner(s), if applicable:
/s/
---------------------------------
---------------------------------
---------------------------------
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
Jones Road Landfill & Recycling, Ltd.
----------------------------------------------------------
(Insert name currently on file with Florida Dept of State)
Pursuant to the provisions of section 620, 109, Florida Statutes, this Florida
limited partnership, whose certificate was filed with the Florida Department of
State on October 11, 1989, adopts the following certificate of amendment to its
certificate of limited partnership, as amended:
FIRST: Amendment(s): (Indicate article number(s) being amended, added, or
deleted)
Article number four is amended to read as follows:
The name and address of the sole General Partner of the partnership as follows:
Jacksonville Florida Landfill, Inc.
c/o Capital Environmental Resource, Inc.
1005 Skyview Drive, Suite 221
Berlington, Ontario Canada L7P 5B1
SECOND: This certificate of amendment shall be effective at the time of its
filing with the Florida Department of State.
THIRD: Signature(s)
Signature of current general partner:
/s/
---------------------------------------
BFI Waste Systems of North America, Inc.
Signature(s) of new general partner(s), If applicable:
/s/
----------------------------------
Jacksonville Florida Landfill, Inc.