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Exhibit 3.80
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:
New England Waste Services of Massachusetts, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To engage in waste services.
To engage in any lawful act or activity permitted under the Massachusetts
General Laws, Chapter 156B.
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.
/s/ [ILLEGIBLE]
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Examiner
/s/ [ILLEGIBLE]
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Name Approved
C / /
P /X/
M / /
R.A. /X/
7
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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
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------ ---------------- ----------- ---------------- ---------
Common: 10,000 Common: 0
Preferred: 0 Preferred: 0
</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.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
N/A
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 attached rider.
**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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NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
ARTICLES OF ORGANIZATION (CONTINUED)
ARTICLE VI (CONTINUED)
RIDER
PLACE OF MEETINGS OF THE STOCKHOLDERS
Meetings of the stockholders may be held anywhere in the United States as
shall be determined from time to time by the directors or as shall be stated in
the notice of the meeting.
BYLAWS
The directors may make, amend or repeal the bylaws, in whole or in part,
except with respect to any provision thereof which by law requires action by the
stockholders.
PARTNERSHIP
The corporation shall have the power to act as a partner in any business
enterprise which the corporation would have the power to conduct by itself.
INTERESTED PARTY TRANSACTIONS
The corporation may enter into contracts and otherwise transact business as
vendor, purchaser or otherwise with its directors, officers and stockholders and
with corporations, joint stock companies, trusts, firms and associations in
which they are or may be or become interested as directors, officers,
stockholders, members, trustees, beneficiaries or otherwise as freely as though
such adverse interest did not exist even though the vote, action or presence of
such director, officer or stockholder may be necessary to obligate the
corporation upon such contract or transaction; and no such contract or
transaction shall be avoided and no such director, officer or stockholder shall
be held liable to account to the corporation or to any creditor or stockholder
of the corporation for any profit or benefit realized by him through any such
contract or transaction by reason of such adverse interest nor by reason of any
fiduciary relationship of such director, officer or stockholder to the
corporation arising out of such office or stock ownership; provided (in the case
of directors and officers but not in the case of any stockholder who is not a
director or officer of the corporation) the nature of the interest of such
director or officer, though not necessarily the details or extent thereof, be
known by or disclosed to the directors. Ownership or beneficial interest in a
minority of the stock or securities of another corporation, joint stock company,
trust, firm or association shall not be deemed to constitute an interest adverse
to this corporation in such other corporation, joint stock company, trust, firm
or association and need not be disclosed. A general notice that a director or
officer of the corporation is interested in any corporation, joint stock
company, trust, firm or association shall be sufficient disclosure as to such
director or officer with respect to all contracts and transactions with that
corporation, joint stock company, trust, firm or association. In any event, the
authorizing or ratifying vote of a majority of the capital stock of the
corporation outstanding and
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entitled to vote passed at a meeting duly called and held for the purpose shall
validate any such contract or transaction as against all stockholders of the
corporation, whether of record or not at the time of such vote, and as against
all creditors of, and other claimants under, the corporation, and no contract or
transaction shall be avoided by reason of any provision of this paragraph which
would be valid but for these provisions.
LIABILITY OF DIRECTORS TO THE CORPORATION OR STOCKHOLDERS
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, to the extent required by applicable law, this provision shall not
eliminate the liability of a director (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. 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.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
The corporation shall indemnify, to the full extent permitted by
Massachusetts law, each person who is or was a director, officer, employee or
other agent of the corporation, each person who is or was serving at the request
of the corporation as a director, trustee, officer, employee or other agent of
another organization in which it directly or indirectly owns shares or of which
it is directly or indirectly a creditor and each person who is or was serving at
the request of the corporation in any capacity with respect to any employee
benefit plan, against all liabilities, costs and expenses, including, without
limitation, amounts paid in satisfaction of judgments, in settlement or as fines
and penalties, and counsel fees and disbursements reasonably incurred by him in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action, suit or other proceeding, whether civil, criminal,
administrative or investigative, before any court or administrative or
legislative or investigative body, in which he may be or may have been involved
as a party or otherwise or with which he may be or may have been threatened,
while in office or thereafter by reason of his being or having been such a
director, officer, employee, agent or trustee, or having served in any capacity
with respect to any employee benefit plan, or by reason of any action taken or
not taken in any such capacity, except with respect to any matter as to which he
shall have been finally adjudicated by a court of competent jurisdiction 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 that such matter relates to
service with respect to any employee benefit plan, in the best interest of the
participants or beneficiaries of such employee benefit plan. Expenses,
including, without limitation, counsel fees and disbursements, so incurred by
any such person in defending any such action, suit or proceeding may be paid
from time to time by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the person
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indemnified to repay the amounts so paid if it shall ultimately be determined
that indemnification of such expenses is not authorized hereunder, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.
As to any matter disposed of by settlement by any such person, pursuant to
a consent decree or otherwise, no such indemnification either for the amount of
such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the corporation, after
notice that it involves such indemnification (i) by a vote of a majority of the
disinterested directors then in office (even though the disinterested directors
be less than a quorum), or (ii) by any disinterested person or persons to whom
the question may be referred by vote or a majority of such disinterested
directors, voting as a single class, exclusive of any stock owned by any
interested persons, or (iii) by any disinterested person or persons to whom the
question may be referred by vote of the holders of a majority of such stock. No
such approval shall prevent the recovery from any such officer, director,
employee, agent or trustee or any such person serving in any capacity with
respect to any employee benefit plan or any amounts paid to him on his behalf as
indemnification in accordance with the preceding sentence if such person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that this action was in the best
interests of the corporation or, to the extent that 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.
The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which any director, officer, employee, agent or
trustee or any such person serving in any capacity with respect to any employee
benefit plan may be entitled or which may lawfully be granted to him. As used
herein, the terms "director," "officer," "employee," "agent" and "trustee"
include their respective executors, administrators and other legal
representatives, an "interested" person is one against whom the action, suit or
other proceeding in question or another action, suit or other proceeding on the
same or similar grounds is then or had been pending or threatened, and a
"disinterested" person is a person against whom no such action, suit or other
proceeding is then or had been pending or threatened.
By action of the board of directors, notwithstanding any interest of the
directors in such action, the corporation may purchase and maintain insurance,
in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or other agent of another
organization or with respect to any employee benefit plan, in which it directly
or indirectly owns shares or of which it is directly or indirectly a creditor,
against any liability incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability.
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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 (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: Douglas R. Casella 3 Stonehollow Casella Waste Systems, Inc.
Mendon, VT 25 Greens Hill Lane
Rutland, VT 05701
Treasurer: Jerry S. Cifor Manchester West Road Casella Waste Systems, Inc.
Manchester, VT 05254 25 Greens Hill Lane
Rutland, VT 05701
Clerk: John W. Casella 67 Ives Avenue Casella Waste Systems, Inc.
Rutland, VT 05701 25 Greens Hill Lane
Rutland, VT 05701
Directors: John W. Casella (see above) (see above)
Douglas R. Casella (see above) (see above)
James W. Bohlig Russellville Road Casella Waste Systems, Inc.
Box 1043, Cuttingsville, VT 25 Greens Hill Lane
05738 Rutland, VT 05701
</Table>
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of: April
d. The name and business address of the resident agent, if any, of the
corporation is:
CT Corporation System, 2 Oliver Street, Boston, MA 02109
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 9th day of November, 1999.
Matthew Gerritsen 2 Oliver St., Boston, MA 02109 /s/ Matthew Gerritsen
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Jean Kerrigan 2 Oliver St., Boston, MA 02109 /s/ Jean Kerrigan
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Stephen Rullis 2 Oliver Street, Boston, MA 02109 /s/ Stephen Rullis
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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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105046583
679960
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
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SECRETARY OF THE
COMMONWEALTH
99 NOV-9 PM 12:21
CORPORATION DIVISION
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 November 1999.
EFFECTIVE DATE:
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A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
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/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:
C.T. Corp
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Telephone:
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954019