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Exhibit 3.105
D
The Commonwealth of Massachusetts
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
ARTICLE I
The name of the corporation is:
ReSource Recovery of Cape Cod, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To transport, process and dispose of solid waste, and to engage in such other
endeavors as the corporation may, from time to time, choose to undertake.
To purchase, receive, take by grant, lease or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with, real property, or any
interest therein, wherever situated.
To purchase, hold, acquire, sell, pledge, transfer, mortgage and otherwise
dispose of shares of the capital stock and bonds, or the evidence of
indebtedness created by other corporations and, while the holder thereof, to
exercise all the rights and privileges of ownership.
To borrow or lend money, and to make and issue notes, bonds, debentures,
obligations and evidence of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise and generally to make and perform
agreements and contracts of every kind and description.
To subscribe for, take, acquire, hold, sell, exchange and deal in shares,
stocks, bonds, obligations and securities of any corporation, government
authority or company: to form, promote, subsidize and assist companies,
syndicates or partnerships of all kinds and to finance and refinance the same;
and to guaranty the obligations of other persons, firms or corporations.
To engage in business in Massachusetts and in all other parts of the United
States and also in foreign countries and to do all and every thing necessary,
suitable, convenient or proper for the accomplishment of any of the purposes
herein set forth.
To carry on any business, operation or activity referred to in the foregoing
paragraphs either alone or in conjunction with, or as a partnership, joint
venture or other arrangement with, any corporation, association, trust, firm or
individual.
In general, to do any thing permitted by all present and future laws of the
Commonwealth of Massachusetts applicable to business corporations.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 x 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE
MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS
CLEARLY INDICATED.
/s/ [ILLEGIBLE]
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Examiner
/s/ [ILLEGIBLE]
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Name Approved
C
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P.C.
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ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
<Table>
<Caption>
WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------- ----------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---------- ---------------------- ----------- -------------------- -------------
Common: Common: 200,000 $ 0.01
Preferred: Preferred:
</Table>
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
N/A
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
NONE
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
(See Page 6A attached hereto.)
** IF THERE ARE NO PROVISIONS STATE "NONE".
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY
BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.
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PAGE 6A
ReSource Recovery of Cape Cod, Inc.
ARTICLES OF ORGANIZATION (Continued)
ARTICLE VI (CONTINUED)
OTHER LAWFUL PROVISIONS:
a. Meetings of the stockholders of the Corporation may be held anywhere in the
United States.
b. The Directors of the Corporation may make, amend or repeal the By-Laws of
the Corporation in whole or in part, except with respect to any provisions
thereof which by law or by the By-Laws requires action by the stockholders.
c. The Corporation may be a partner in any business enterprise which the
Corporation would have the power to conduct itself.
d. No Director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
Director notwithstanding any provision of law imposing such liability;
provided, however, that this provision shall not eliminate the liability of
a Director to the extent that such liability is imposed by applicable law
(i) for any breach of the Director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 or successor provisions of the Massachusetts Business
Corporation Law or (iv) for any transaction from which the Director derived
an improper personal benefit. This provision shall not eliminate the
liability of a Director for any act or omission occurring prior to the date
upon which this provision becomes effective. No amendment to or repeal of
this provision shall apply to or have any effect on the liability or
alleged liability of any Director for or with respect to any acts or
omissions of such Director occurring prior to such amendment or repeal.
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PAGE 8A
ReSource Recovery of Cape Cod, Inc.
ARTICLES OF ORGANIZATION (Continued)
ARTICLE VIII (CONTINUED)
(b) (Continued)
<Table>
<Caption>
POST OFFICE
POSITION NAME RESIDENCE ADDRESS
ASSISTANT CLERK Paul D. 62 Staniford Street Same as residence.
Wilson Newton, MA 02166
</Table>
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ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.
ARTICLE VIII
The information contained in Article VIII is NOT A PERMANENT part of the
Articles of Organization.
a. The street address of the principal office of the corporation IN
MASSACHUSETTS is: (post office boxes are not acceptable)
198 Providence Street, Boston, MA 02136
b. The name, residential address and post office address of the directors and
officers of the corporation are as follows:
<Table>
<Caption>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Joseph J. 294 Highland Avenue Same as residence.
Lombardi Milton, MA 02186
Treasurer: Joseph J. 294 Highland Avenue Same as residence.
Lombardi Milton, MA 02186
Clerk: Joseph J. 294 Highland Avenue Same as residence.
Lombardi Milton, MA 02186
Directors:
Joseph J. 294 Highland Avenue Same as residence.
Lombardi Milton, MA 02186
Paul M. One Commonwealth Avenue Same as residence.
Verrochi Boston, MA 02116
(Continued on Page 8A attached hereto.)
</Table>
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of: December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
any, is:
N/A
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 9 day of March, 1998.
/s/ Anne T. Leland
------------------
Anne T. Leland
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center, Boston, MA 02111
NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
================================================================================
I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $ 200 having been paid, said
articles are deemed to have been filed with me this 9th day of March 1998.
EFFECTIVE DATE: _____________________________________________
A TRUE COPY ATTEST
/s/ William Francis Galvin
--------------------------
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
[ILLEGIBLE]
98 MAR-9 PM 1:38
CORPORATION DIVISION
/s/ William Francis Galvin
--------------------------
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Anne T. Leland
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Telephone: (617) 542-6000
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FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. [ILLEGIBLE] NO. 04-3420128
[ILLEGIBLE]
The Commonwealth of Massachusetts
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)
* / *merger of RRCC Acquisition, Inc.
ReSource Recovery of Cape Cod, Inc.
-----------------------------------
-----------------------------------
-----------------------------------
the constituent corporations, into
ReSource Recovery of Cape Cod, Inc.
/*one of the constituent corporations.
The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:
1. An agreement of / *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The / *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.
2. The effective date of the / *merger determined pursuant to the agreement of
/ *merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a LATER effective date is desired, specify such date which
shall not be more than THIRTY DAYS after the date of filing:
3. (FOR A MERGER)
**The following amendments to the Articles of Organization of the SURVIVING
corporation have been effected pursuant to the agreement of merger:
Articles II, III, VI, VIII
See Attachment 3.
*DELETE THE INAPPLICABLE WORD. ** IF THERE ARE NO PROVISIONS STATE "NONE"
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 x 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE
MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS
CLEARLY INDICATED.
/s/ [ILLEGIBLE]
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Examiner
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9
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(FOR A CONSOLIDATION)
(a) The purpose of the RESULTING corporation is to engage in the following
business activities:
(b) State the total number of shares and the par value, if any of each class
of stock which the RESULTING corporation is authorized to issue.
<Table>
<Caption>
WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------- ----------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
--------- ---------------------- ----------- -------------------- -------------
Common: Common:
Preferred: Preferred:
</Table>
**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
**IF THERE ARE NO PROVISIONS STATE "NONE".
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ATTACHMENT 3
3. (FOR A MERGER)
The following amendments to the Articles of Organization of the SURVIVING
corporation have been effected pursuant to the agreement of merger:
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
(a) To engage in the business of waste disposal.
(b) To carry on any business or other activity which may lawfully be
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts, whether or not related to
those referred to in the preceding paragraph.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
<Table>
<Caption>
WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------- ----------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
--------- ---------------------- ----------- -------------------- -------------
Common: None Common: 5,000 $ .01
Preferred: None Preferred: None
</Table>
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
See Attachment 6.
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ARTICLE VIII
THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.
a. The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principal
office of the corporation in MASSACHUSETTS is:
c/o CT Corporation System, 2 Oliver Street, Boston, MA 02109
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
<Table>
<Caption>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: John W. Casella 67 Ives Avenue Casella Waste Systems, Inc.
Rutland, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
Vice President Jerry S. Cifor Manchester West Road Casella Waste Systems, Inc.
and Assistant Manchester, VT 05254 25 Greens Hill Lane
Clerk: Rutland, VT 05701
Treasurer: Douglas R. Casella 3 Stonehollow Casella Waste Systems, Inc.
Mendon, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
Clerk: James W. Bohlig Russellville Road Casella Waste Systems, Inc.
Box 1043 25 Greens Hill Lane
Cuttingsville, VT Rutland, VT 05701
05738
Directors: John W. Casella 67 Ives Avenue Casella Waste Systems, Inc.
Rutland, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
Douglas R. Casella 3 Stonehollow Casella Waste Systems, Inc.
Mendon, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
James W. Bohlig Russellville Road Casella Waste Systems, Inc.
Box 1043 25 Greens Hill Lane
Cuttingsville, VT Rutland, VT 05701
05738
</Table>
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ATTACHMENT 6
6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:
6A. LIMITATION OF DIRECTOR LIABILITY
Except to the extent that Chapter 156B of the Massachusetts General Laws
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
6B. INDEMNIFICATION
1. The corporation shall, to the fullest extent permitted by the
applicable provisions of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the corporation, or is or was serving, or has agreed to serve, at the
request of the corporation, as a director or officer of, or in a similar
capacity with, another organization or in any capacity with respect to any
employee benefit plan of the corporation (all such persons being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred by or on behalf
of an Indemnitee in connection with such action, suit or proceeding and any
appeal therefrom, unless such Indemnitee shall be finally adjudicated in such
action, suit or proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation or, to the
extent such matter relates to service with respect to an employee benefit plan,
in the best interests of the participants or beneficiaries of such employee
benefit plan.
2. Notwithstanding the provisions of Section 1 of this Article, in the
event that a pending or threatened action, suit or proceeding is compromised or
settled in a manner which imposes any liability or obligation upon an Indemnitee
in a matter for which such Indemnitee would otherwise be entitled to
indemnification hereunder, no
<Page>
indemnification shall be provided to such Indemnitee with respect to such matter
if it is determined that such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.
3. As a condition precedent to his right to be indemnified, the
Indemnitee must notify the corporation in writing as soon as practicable of any
action, suit, proceeding or investigation involving him for which indemnity will
or could be sought. With respect to any action, suit, proceeding or
investigation of which the corporation is so notified, the corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee.
In the event that the corporation does not assume the defense of any
action, suit, proceeding or investigation of which the corporation receives
notice under this Article, the corporation shall pay in advance of the final
disposition of such matter any expenses (including attorneys' fees) incurred by
an Indemnitee in defending a civil or criminal action, suit, proceeding or
investigation or any appeal therefrom; PROVIDED, HOWEVER, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment; and FURTHER PROVIDED that no such advancement of expenses shall
be made if it is determined that the Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.
5. All determinations hereunder as to the entitlement of an Indemnitee to
indemnification or advancement of expenses shall be made by: (a) a majority vote
of a quorum of the directors of the corporation, (b) a majority vote of a quorum
of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(c) independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the corporation), or (d) a court of competent
jurisdiction.
6. The corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of
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the corporation. In addition, the corporation shall not indemnify any such
Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of
insurance, and in the event the corporation makes any indemnification payments
to any such Indemnitee and such Indemnitee is subsequently reimbursed from the
proceeds of insurance, such Indemnitee shall promptly refund such
indemnification payments to the corporation to the extent of such insurance
reimbursement.
7. The indemnification rights provided in this Article (i) shall not be
deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or directors or otherwise, and
(ii) shall inure to the benefit of the heirs, executors and administrators of
such Indemnitees. The corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the corporation or other persons serving the corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.
6C. OTHER PROVISIONS
(a) The directors may make, amend, or repeal the by-laws in whole or in
part, except with respect to any provision of such by-laws which by law or these
Articles or the by-laws requires action by the stockholders.
(b) Meetings of the stockholders of the corporation may be held anywhere
in the United States.
(c) The corporation shall have the power to be a partner in any business
enterprise which this corporation would have the power to conduct by itself.
(d) The corporation, by vote of a majority of the stock outstanding and
entitled to vote thereon (or if there are two or more classes of stock entitled
to vote as separate classes, then by vote of a majority of each such class of
stock outstanding), may (i) authorize any amendment to its Articles of
Organization pursuant to Section 71 of Chapter 156B of the Massachusetts General
Laws, as amended from time to time, (ii) authorize the sale, lease or exchange
of all or substantially all of its property and assets, including its goodwill,
pursuant to Section 75 of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, and (iii) approve an agreement of merger or
consolidation pursuant to Section 78 of Chapter 156B of the Massachusetts
General Laws, as amended from time to time.
-3-
<Page>
4. The information contained in Item 4 is NOT A PERMANENT part of the Articles
of Organization of the * / *surviving corporation.
(a) The street address of the * / *surviving corporation in Massachusetts is:
(POST OFFICE BOXES ARE NOT ACCEPTABLE)
295 Service Road, E. Sandwich, MA 02537
(b) The name, residential address, and post office address of each director and
officer of the * / *surviving corporation is:
<Table>
<Caption>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: John W. Casella 67 Ives Avenue Casella Waste Systems, Inc.
* Rutland, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
Treasurer: Douglas R. Casella 3 Stonehollow Road Casella Waste Systems, Inc.
Mendon, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
Clerk: James W. Bohlig Russellville Road Casella Waste Systems, Inc.
Box 1043 25 Greens Hill Lane
Cuttingsville, VT 05738 Rutland, VT 05701
Directors: John W. Casella 67 Ives Avenue Casella Waste Systems, Inc.
Rutland, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
Douglas R. Casella 3 Stonehollow Road Casella Waste Systems, Inc.
Mendon, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
James W. Bohlig Russellville Road Casella Waste Systems, Inc.
Box 1043 25 Greens Hill Lane
Cuttingsville, VT 05738 Rutland, VT 05701
Vice President
And Assistant
Clerk: Jerry Cifor Manchester West Road Casella Waste Systems, Inc.
Manchester, VT 05254 25 Greens Hill Lane
Rutland, VT 05701
</Table>
(c) The fiscal year (i.e. tax year) of the * / *surviving corporation shall end
on the last day of the month of: December
(d) The name and business address of the resident agent, if any, of the
* / *surviving corporation is:
c/o CT Corporation, 2 Oliver Street, Boston, MA 02109
The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of * / *merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.
/s/ Jerry S. Cifor */*Vice President
- ------------------
/s/ Jerry S. Cifor */*Assistant Clerk
- ------------------
of RRCC Acquisition, Inc.
-----------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
/s/ [ILLEGIBLE] *President/*Vice President
- ---------------
/s/ [ILLEGIBLE] *Clerk/*Assistant Clerk
- ---------------
of ReSource Recovery of Cape Cod, Inc.
-----------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
*DELETE THE INAPPLICABLE WORDS.
<Page>
665591
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)
================================================================================
I hereby approve the within Articles of *Consolidation / *Merger and, the filing
fee in the amount of $250.00, having been paid, said articles are deemed to have
been filed with me this 1st day of JULY, 1999.
EFFECTIVE DATE: _____________________________________________
A TRUE COPY ATTEST
/s/ William Francis Galvin
--------------------------
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Donna A. Pace
Corporate Paralegal
Hale and Dorr LLP
60 State Street
Boston, MA 02109
Telephone: (617) 526-5179