<Page>
EXHIBIT 3.3
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
ARTICLE I
The name of the corporation is:
ALTERNATE ENERGY, INC.
---------
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
The recycling, transfer, transporting, and disposal of solid waste as well
as the recycling of waste to energy for both residential and commercial uses as
well as those purposes enumerated on pages 2A and 2B appended hereto.
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 LEAVING A LEFT HAND MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN
ONE ARTICLE MAY BE CONTINUED ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH SUCH ADDITION IS CLEARLY INDICATED.
[SIDENOTE]
/s/ [ILLEGIBLE]
- ---------------
Examiner
/s/ [ILLEGIBLE]
- ---------------
Name
Approved
C / /
P /X/
M / /
R.A. / /
/s/ [ILLEGIBLE]
- ---------------
P.C.
<Page>
ARTICLE III
The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue is as follows:
WITHOUT PAR VALUE STOCKS
<Table>
<Caption>
TYPE NUMBER OF SHARES
- -------------------------------------
COMMON: 200,000
PREFERRED:
</Table>
WITH PAR VALUE STOCKS
<Table>
<Caption>
TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------
COMMON:
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 such series then established with any class.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
Those restrictions appearing on page 5A appended hereto.
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of 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".)
Those provisions appearing on page 6A and 6A continuation appended hereto.
NOTE: THE PRECEEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND
MAY ONLY BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.
<Page>
ALTERNATE ENERGY, INC.
PAGE 2A: CORPORATION'S PURPOSES
To carry on a general mercantile business in any state or territory of
the United States and any foreign country.
To act for others as agent, broker, factor, manager or in any other
lawful manner and to join with others in any enterprise.
To buy, lease, or otherwise acquire, and to hold, sell assign
transfer, mortgage, pledge or otherwise dispose of, and deal in, personal
property of all kinds wherever located.
To buy, lease, or otherwise aquire, hold, improve, maintain,
supervise, operate, exchange, sell, lease, pledge, mortgage, or otherwise
dispose of real estate or interests therein, in any state or territory of the
United States or foreign country, but only as may be necessary or incidental to
carrying on any part or parts of the business of the corporation.
To subscribe for, buy, aquire, hold, sell, assign, transfer, mortgage,
pledge, or otherwise dispose of, and to deal in, stocks, bonds, notes,
obligations and securities of any corporations, joint stock companies, trusts,
associations, firms or persons and the bonds and securities of the Unites States
and any state thereof, and any country, district or municipality and of any
agency, and any of the foregoing and of any foreign government or agency, and as
owner thereof to exercise all rights, powers and privileges of ownership,
including, without limitation, the right to vote.
To aquire the good will and property of any corporation, joint stock
companies, trusts, associations, firms, or persons, and to undertake, guarantee,
endorse or assume the whole or any part of the obligations or liabilities
thereof, including without limitation, leases and contracts.
To borrow money and to make and issue bonds, debentures, note and
evidences of indebtedness of the corporation and secure the same by the
mortgage, pledge, or other transfer of all of any part of its properties.
To lend money or credit to, to guarantee the performance of any
contract or obligation, and to aid in any other manner, corporations, joint
stock companies, trusts, associations, and firms obligation of which and any
interest in which is held by the corporations, or in the affairs or
prosperity of which this corporation has an interest, and to secure any such
undertaking made by it by the mortgage, pledge or other transfer of all or
any part of its properties.
<Page>
ALTERNATE ENERGY, INC.
PAGE 2A: continued . . .
To aquire, hold, use, sell, assign, grant licenses in respect of,
mortgage, or otherwise dispose of, any and all trademarks, trade names, formulas
secret processes, franchises, and any and all inventions, improvements, letters,
patents or copyrights of the United States or for any other country.
To purchase or otherwise aquire, and to hold, sell, assign transfer,
mortgage, pledge, or otherwise dispose of and deal in, the stock of a
corporation.
To do any and all of the things set forth to the same extent as
natural persons might or could do in any part of the world as principals,
agents, or otherwise, and either alone or with others, and to do every act or
thing necessary, convenient or proper for the accomplishment of any of the
objects herein enumerated, or incidental to any of the powers herein stated,
provided the same be not inconsistent with the laws of the Commonwealth of
Massachusetts applicable to business corporations.
The foregoing clauses shall be construed both as objects and powers
and it is expressly intended that no specific enumeration shall restrict in any
way any general language, that none of the purposes set forth in any of the
above clauses shall be limited or restricted in any way by the terms of any
other clause, that each purpose may be pursued independently of any other
purpose from time to time and wherever deemed desirable, and that the
corporation shall have possess all the rights, privileges and powers now or
hereafter conferred by the laws of the Commonwealth of Massachusetts upon
business corporations organized under such laws.
PAGE 5A: RESTRICTIONS UPON THE TRANSFER OF SHARES OF STOCK
Any Stockholder, including the heirs, assigns, executors or
administrators of a deceased stockholder, desiring to sell or transfer such
stock owned by him or them, shall first offer it to the corporation through the
Board of Directors, in the manner following: He shall notify the directors of
his desire to sell or transfer by notice in writing, which notice shall contain
the price at which he is willing to sell or transfer and the name of one
arbitrator. The directors shall within thirty days thereof either accept the
offer, or by notice to him in writing name a second arbitrator, and these two
shall name a third. It shall then be the duty of the arbitrators to ascertain
the value of the stock, and if any arbitrator shall neglect or refuse to appear
at any meeting appointed by the arbitrators, a majority may act in the absence
of such arbitrator.
After the acceptance of the offer, or the report of the arbitrators as
to the value of the stock, the directors shall have thirty days within which to
purchase the same at such valuation, but if at the expiration of thirty days,
the corporation shall not have exercised the right so to purchase, the owner of
the stock shall be at liberty to dispose of the same in any manner he may see
fit.
No shares of stock shall be sold or transferred on the books of the
corporation until these provisions have been complied with, but the Board of
Directors may in any particular instance waive the requirement.
<Page>
ALTERNATE ENERGY, INC.
PAGE 6A: OTHER LAWFUL PROVISIONS FOR CONDUCT AND REGULATIONS, ETC.
The Board of 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, the articles of organization, or the by-laws,
requires action exclusive by the stockholders entitled to vote thereon; but any
by-law adopted by the Board of Directors may be amended or repealed.
All meetings of stockholders of the corporation may be held within the
Commonwealth of Massachusetts or elsewhere within the United States. The place
of such meetings shall be fixed in, or determined in the manner provided in, the
by-laws.
Each director or officer, present or former, of the corporation or of
any other corporation a majority of the stock of which is owned by the
corporation, shall be indemnified by the corporation against all costs and
expenses, including attorneys' fees, reasonably incurred by or imposed upon him
in connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his being or having been such director or officer,
such expenses to include the cost of reasonable settlements (other than amounts
paid to the corporation itself) made with a view to curtailing costs of
litigation. The corporation shall not, however, indemnify any such director or
officer with respect to matters as to which he shall, in writing, voluntarily
have waived, or as to which he shall be finally adjudged in any such action,
suit, or proceeding to have been derelict in the performance of his duty as such
director or officer, or in respect of any matter on which any settlement or
compromise is effected, if the total expense, including the cost of such
settlement, shall substantially exceed the expense which might reasonably be
incurred by such director or officer in conducting such litigation to a final
conclusion. The foregoing right of indemnification shall not be exclusive of
other rights to which any such director or officer may be entitled as a matter
of law. In determining the reasonableness of any settlement, the judgment of the
Board of Directors shall be final.
No contract or other transaction between this corporation and any
other firm or corporation shall be affected or invalidated by reason of the fact
that any one or more of the directors, stockholders, or officers of this
corporation is or are interested in, or is a member, stockholder, director, or
officer, or are members, stockholders, directors, or officers of such other firm
or corporation; and any director, stockholders, or officer or officers,
individually or jointly, may be a party or parties to, or may be interested in,
any contract or transaction of this corporation or in which this corporation is
interested, and no contract, act, or transaction of this corporation with any
person or persons, firm, association or corporation, shall be affected
<Page>
ALTERNATE ENERGY, INC.
PAGE 6A: Continuation
or invalidated by reason of the fact that any director or directors, stockholder
or stockholders or officer or officers of this corporation is a party or are
parties to, or interested in, such contract, act or transaction, or in any way
connected with such person or persons, firm, association or corporation, and
each and every person who may become a director, stockholder or officer of this
corporation is hereby relieved from any liability that might otherwise exist
from thus contracting with this corporation for the benefit of himself or any
firm, association, or corporation in which he may be anywise interested.
The corporation may be a partner in any business enterprise which said
corporation would have power to conduct by itself.
<Page>
ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The post office address of the corporation IN MASSACHUSETTS is:
Suite 27C, 1500 Providence Highway
Norwood, MA 02062
b. The name, residence and post office address (if different) of the directors
and officers of the corporation are as follows:
<Table>
<Caption>
NAME RESIDENCE POST OFFICE ADDRESS
PRESIDENT: Robert J. Gundersen 18 Harwich Circle 18 Harwich Circle
Westwood, MA 02090 Westwood, MA 02090
TREASURER: Jennifer A. Gundersen 6 Mohavy Road 6 Mohavy Road
Worcester, MA Worcester, MA
CLERK: Robert J. Gundersen 18 Harwich Circle 18 Harwich Circle
Westwood, MA 02090 Westwood, MA 02090
DIRECTORS: Robert J. Gundersen 18 Harwich Circle 18 Harwich Circle
Westwood, MA 02090 Westwood, MA 02090
Joan M. Gundersen 18 Harwich Circle 18 Harwich Circle
Westwood, MA 02090 Westwood, MA 02090
</Table>
c. The fiscal 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: None
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 names 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 4th day of January 1993.
/s/ Joy V. Fuller 133 Commander Shea Blvd., #714, N. Quincy, MA 02171
- --------------------------------------------------------------------------------
Joy V. Fuller
/s/ Robert J. Gundersen 18 Harwich Circle, Westwood, MA 02090
- --------------------------------------------------------------------------------
Robert J. Gundersen
NOTE: [ILLEGIBLE]
<Page>
41707
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
I hereby certify that, upon an 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 for in the amounts of
$ 200 having been paid, said articles are deemed to have been filed with me this
7th day of January 1993
Effective Date
/s/ Michael Joseph Connolly
---------------------------
MICHAEL JOSEPH CONNOLLY
SECRETARY OF STATE
FILING FEE: 1/10 of 1% of the total amount of the authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a
par value less than one dollar or no par stock shall be deemed to have a
par value of one dollar per share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 7/16/02 CLERK A.A.
Robert J. Gundersen
1500 Providence Highway, Suite 27C
Norwood, MA 02062
Telephone: 617 - 551 - 0875
<Page>
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
No. 000686260 (M) No. 04-3185025 (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) AE Acquisition, Inc.,
---------------------------------
a Massachusetts corporation
(S) Alternate Energy, Inc.,
---------------------------------
a Massachusetts corporation
---------------------------------
---------------------------------
--------------------------------,
the constituent corporations, into
Alternate Energy, Inc.,
---------------------------------
a Massachusetts corporation
/ *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 and 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 MUST BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH
ADDITION IS CLEARLY INDICATED.
<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:
**(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".
<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 IV
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:
115 Washington Street, Holliston, MA 01746
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>
[ILLEGIBLE]
2
<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 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 interest of the
participants oR beneficiaries of such employee benefit plan.
<Page>
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 of 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 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 Indemnities. 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.
<Page>
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 or 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.
5
<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)
115 Washington Street, Holliston, Massachusetts 01746
(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 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, Rutland, VT 05701
Cuttingsville, VT 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, Rutland, VT 05701
Cuttingsville, VT 05738
Vice President
and Assistant
Clerk: Jerry S. 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: May 31
(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:
Robert J. Gundersen
c/o Alternate Energy, Inc., 115 Washington Street, Holliston, MA 01746
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/ John W. Casella *President /
- ---------------------------------------------------------
/s/ Jerry S. Cifor *Clerk /
- -----------------------------------------------------------
of AE Acquisition, Inc.
- --------------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
*President / *Assistant Clerk
- ---------------------------------------------------
*Clerk / *Vice President
- --------------------------------------------------------
of Alternate Energy, Inc.
-----------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
* DELETE THE INAPPLICABLE WORDS
<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)
115 Washington Street, Holliston, Massachusetts 01746
(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 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, Rutland, VT 05701
Cuttingsville, VT 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, Rutland, VT 05701
Cuttingsville, VT 05738
Vice President
and Assistant
Clerk: Jerry S. 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: May 31
(d) The name and business address of the resident' agent, if any, of the
*surviving corporation is:
Robert J. Gundersen
c/o Alternate Energy, Inc., 115 Washington Street, Holliston, MA 01746
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.
*President
- -------------------------------------------------------------
*Clerk
- -----------------------------------------------------------------
of AE Acquisition, Inc.
-----------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
/s/ [ILLEGIBLE] *President / *
- -------------------------------------------------------------
/s/ [ILLEGIBLE] *Clerk / *
- -----------------------------------------------------------------
of Alternate Energy, Inc.
-----------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
* DELETE THE INAPPLICABLE WORDS
<Page>
# 84991
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF *CONSOLIDATION / *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 having been paid, said articles are deemed to have
been filed with me this 3rd day of February in 2000
EFFECTIVE DATE:
----------------------------------
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
[SEAL]
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 7/16/02 CLERK A.A
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