<Page>
Exhibit 3.113
D
96295043
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 exact name of the corporation is:
ReSource Waste Systems, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To provide waste removal services, 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 ONE SIDE ONLY OF 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.
[SIDENOTE]
/s/ [ILLEGIBLE]
- ---------------
Examiner
/s/ [ILLEGIBLE]
- ---------------
Name
Approved
C / /
P /X/
M / /
R.A. / /
5
- --------------
P.C.
<Page>
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:
**IF THERE ARE NO PROVISIONS STATE "NONE." (See page 6A attached hereto.)
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY
ONLY BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.
<Page>
PAGE 6A
ReSource Waste Systems, 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.
<Page>
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 (post office boxes are not acceptable) of the principal
office of the corporation IN MASSACHUSETTS is:
c/o Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial
Center, Boston, Massachusetts 02111
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: Joseph J. Lombardi 40 Turkey Hill Lane Same as residence.
Hingham, MA 02043
Treasurer: Joseph J. Lombardi 40 Turkey Hill Lane Same as residence.
Hingham, MA 02043
Clerk: Joseph J. Lombardi 40 Turkey Hill Lane Same as residence.
Hingham, MA 02043
Directors: Joseph J. Lombardi 40 Turkey Hill Lane Same as residence.
Hingham, MA 02043
Assistant
Clerk Paul D. Wilson 62 Staniford Street Same as residence.
Newton, MA 02166
</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, if any, of the
corporation 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 21st day of October, 1996.
/s/ Catherine Topouzoglou
- --------------------------------------------------------------------------------
Catherine Topouzoglou
Mintz, Levin, Chohn, 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.
<Page>
552750
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
[STAMP]
================================================================================
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 compiled with, and I hereby approve
said articles; and the filing fee in the amount of $200.00 having been paid,
said articles are deemed to have been filed with me this 21st day of OCTOBER
1996.
EFFECTIVE DATE:
-----------------------------------------------------------------
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
--------------
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:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Catherine Topouzoglou
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
- --------------------------------------------------------------------------------
One Financial Center
Boston, MA 02111
Telephone : Telephone: (617) 542-6000
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<Page>
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 000665422 NO. 04-3333859
---------------------- -----------------
(M) (S)
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 (M) RWS Acquisition, Inc.
-------------------------------------------
(S) ReSource Waste Systems, Inc.
-------------------------------------------
-------------------------------------------
------------------------------------------,
the constituent corporations, into
(S) ReSource Waste Systems, 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:
Article 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.
(M) 7/1/99 NC
(S) 10/21/96 NC
[SIDENOTE]
/s/ [ILLEGIBLE]
- ------------------
Examiner
C / /
P /X/
M / /
R.A. /X/
9
- ------------------
P.C.
<Page>
(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:
**(c) 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".
<Page>
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.
<Page>
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 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 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
</Table>
<Page>
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.
4. 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
-2-
<Page>
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 RWS Acquisition, Inc.
- --------------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
/s/[ILLEGIBLE]
- ----------------------------------------------------, *President/*Vice President
/s/[ILLEGIBLE]
- ----------------------------------------------------, *Clerk /*Assistant Clerk
of ReSource Waste Systems, Inc.
- --------------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
*DELETE THE INAPPLICABLE WORDS.
<Page>
665589
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:
------------------------------
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
---------------
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
(617) 526-5179
Telephone:---------------------------------------------------------------------