<Page>
Exhibit 3.138
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF ORGANIZATION
(UNDER G.L. CH. 156B)
INCORPORATORS
NAME POST OFFICE ADDRESS
INCLUDE GIVEN NAME IN FULL IN CASE OF NATURAL PERSONS: IN CASE OF A CORPORATION,
GIVE STATE OF INCORPORATION.
Mark Paulino 109 Bartholomew Street
Peabody, MA
The above-named incorporator(s) do hereby associate (themselves) with the
intention of forming a corporation under the provisions of General Laws, Chapter
156B and hereby state(s):
1 The name by which the corporation shall be known is:
REGIONAL WASTE SERVICES, INC.
2. The purpose for which the corporation is formed is as follows:
See Section 2A attached hereto and incorporated herein by reference.
87 146069
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 ' inch for binding. 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.
/s/ [ILLEGIBLE]
- ---------------
Examiner
/s/ [ILLEGIBLE]
- ---------------
Name Approved
C / /
P /X/
M / /
R.A. / /
/s/ [ILLEGIBLE]
- ---------------
P.C.
DO NOT USE PHOTOCOPIES - ORIGINALS ONLY WILL BE ACCEPTED FOR FILING
NOTE: ONCE DOCUMENT IS ACCEPTED AND FILED, CHANGES MUST BE BY AMENDMENT OR
CERTIFICATE OF CHANGE ONLY
<Page>
3. The total number of shares and the par value, if any, of each class of
stock within the corporation is authorized as follows:
<Table>
<Caption>
WITHOUT PAR VALUE WITH PAR VALUE
----------------- ----------------------------------------
PAR
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
----------------- ----------------- ---------------- ------ ------------
Preferred $
Common 150,000 $ 0.10 $ 15,000.00
</Table>
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:
None
*5. The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
See Section 5A attached hereto and incorporated herein by reference
*6. 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
See Section 6A attached hereto and incorporated herein by reference.
*If there are no provisions state "None".
<Page>
SECTION 2A
To conduct a corporate business for the purpose of rendering services
of any and all types, nature and description having to do with: establishing,
owning, buying, selling, operating and managing waste hauling and waste disposal
companies and related entities; owning, leasing, operating and managing
landfills, transfer stations, incinerators and any other facilities used in
connection with waste hauling and waste disposal; owning, leasing and operating
equipment, trucks, machines and other vehicles used in conjunction with waste
hauling and waste disposal; in general to carry on the business of incidental to
or usual to such business; to do all the foregoing business at wholesale or
retail; to acquire, hold, buy, sell, lease and convey real estate for the
purposes of the business, to buy, acquire, control, hold and dispose of shares
of stock, bonds and other evidences of indebtedness of corporations and stock
companies and to pay for the same in cash or in property or by the issuance of
thereto all the rights, powers and privileges of ownership and to exercise all
voting powers thereon; to do all things incidental, necessary and appurtenant to
the accomplishment of the foregoing business.
And to do any and all things of a like or similar nature of every
description without exception in order to develop and operate said business,
including, but not limited to, promoting, marketing and advertising the various
services and products of the corporation.
To purchase, hold and reissue shares of its own capital stock.
To enter into transactions and incur such indebtedness as may be
necessary or incidental to the business of the corporation with any persons,
corporations, cities, towns or states.
To purchase or otherwise acquire, to hold, own, mortgage, sell, erect,
maintain, operate, lease, convey or otherwise dispose of real or personal
property of every class and description in any state in the Union, incidental to
the business.
To build, construct, erect, purchase, lease, hire, exchange for or
otherwise return to account, to sell, convey, mortgage, or otherwise dispose of
any real estate or personal property, including the stock of this corporation,
and to pay therefor or accept in payment thereof, either wholly or partially any
property or rights, shares, bonds or other obligations, society or body politic;
and to exercise in respect to all such property, rights, shares, bonds or other
obligations of this or any other corporation, person, firm, association, society
or body politic all the rights, powers and privileges of individual
<Page>
owners thereof.
To hire and employ agents, servants and employees, and to enter into
agreements of employment and collective bargaining agreements, and to act as
agent, contractor, trustee, factor or otherwise, either alone or in company of
others.
To let concessions to others to do any of the things that this
corporation is empowered to do, and to enter into, make, perform and carry out,
contracts and arrangements of every kind and character with any person, firm,
association or corporation, or any government or authority or subdivision or
agency thereof.
To subscribe for, purchase, invest in, hold, own, assign, pledge, and
otherwise dispose of shares of capital stock, bonds, mortgages, debentures,
notes and other securities, obligations, contracts, and evidences of
indebtedness of corporations, including for the purpose of constructing, owning,
operating or leasing and of corporations engaged in a like or similar business
and corporations whose funds are or may be invested in the shares of stock,
bonds, or other securities, of any corporations of the character herein before
described; to exercise, in respect to any such shares of stocks, bonds, and
other securities corporations, any and all rights, powers and privileges of
individual membership, including the right to vote, issue bonds and other
obligations for proper corporate purposes, and to do any and all acts and things
tending to increase the value of the property at any time held; to purchase,
acquire, hold, transfer, and dispose of stocks, bonds, and mortgages, notes or
other evidences of indebtedness, of any person or corporation, and to issue,
execute, deliver in exchange therefor its stocks, bonds or mortgages, notes and
other obligations, and to do all such other things helpful to the objects herein
set forth.
To carry on any lawful business whatsoever that this corporation may
deem proper or convenient in connection with any of the foregoing purposes or
otherwise, or that it may deem calculated, directly or indirectly, to improve
the interests of this corporation, and to have and to exercise all powers
conferred by the laws of the Commonwealth of Massachusetts on corporations
formed under the laws pursuant to which and under which this corporation is
formed, as such laws are now in effect or may at any time hereafter be amended,
and to do any and all things hereinabove set forth to the same extent and as
fully natural persons might or could do, either alone or in connection with
other persons, firms, associations, partnerships, corporations and in any part
of the world.
The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, shall be liberally construed in aid of the powers
of this corporation, and the powers and purposes stated in each clause shall,
except where otherwise stated, be in no way limited or restricted by any term
<Page>
or provision or any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall be construed distributively
as each object expressed, and the [ILLEGIBLE]as to specific powers shall not be
construed as to limit in any [ILLEGIBLE] aforesaid general powers but are in
furtherance of, [ILLEGIBLE] addition to and not in limitation of said general
powers.
<Page>
SECTION 5A
Any holder of stock, including the heirs, administrators or executors
of a deceased stockholder (or their successors in office), or any trustees in
bankruptcy of a stockholder, assignee of a stockholder, or other officer having
the right to deal with the said shares by operation of law, and any holder of
stock for foreclosure of any pledge or hypothecation, desiring to sell, dispose
of or transfer any of the stock owned by him, her or them, shall first offer the
same to the corporation through its Board of Directors, in the following manner.
He or she shall notify the corporation through its Board of Directors of his or
her desire to sell, by a notice in writing addressed to the principal office of
the corporation, which notice shall contain the price at which he or she is
willing to sell, and the name of an arbitrator.
The Directors shall, within thirty (30) days thereafter, either accept
the offer, or by a notice in writing, name a second arbitrator. In the event
that the corporation accepts the offer, the corporation shall have six (6)
months thereafter in which to pay for the stock, payments to be made as follows:
Twenty-five (25%) percent within thirty (30) days after notice of purchase to
the offeror by the Directors and fifteen (15%) percent every thirty (30) days
thereafter. In the event that the corporation defaults on the agreed upon
payment for the stock, then and in that event, the holder of stock shall have
the right to dispose of the same in any manner that he or she sees fit. The
initial arbitrator and the second arbitrator shall name a third arbitrator. In
the event the corporation does not accept the offer, it shall be the duty of the
arbitrators, or a majority of them, to ascertain the fair book value of the
stock as of the date of the offer, and if either party refuses to appear at the
hearing conducted by the arbitrators for that purpose, the arbitrators may act
in the absence of said party or parties. After determination of the fair book
value of the stock by the arbitrators, the corporation, through its Board of
Directors, may pay for the stock on the payment schedule herein set forth in the
amount of the valuation determined by the arbitrators. In the event that the
corporation, through its Board of Directors, elects not pay for the stock, then
and in that event, the holder of the stock shall have the right to dispose of
the same in any manner that he or she sees fit. In the event that the stock of
this corporation is acquired by the insolvency or bankruptcy of a Stockholder,
or by foreclosure of any pledge or hypothecation, or by an assignee, receiver,
or other officer, or in the event of the death of a Stockholder, the
corporation, through its Board of Directors, at its option any time within six
(6) months after the qualification of said trustee in bankruptcy, the
appointment of the said receiver, the sale by foreclosure, or the qualification
of the administrator or executor of the deceased Stockholder, may notify such
person or persons in writing to sell the stock to the
<Page>
corporation at a price fixed by the Board of Directors of the corporation. Such
notice shall also contain the name of an arbitrator. The person or persons so
notified by the corporation shall have thirty (30) days within which to
surrender the stock and be paid therefor by the corporation on the terms
hereinbefore stated. In the event that the said person or persons are not
satisfied with the price as set by the corporation, they shall notify the
corporation by a writing addressed to the principal office of the corporation,
notifying the corporation to that effect, and naming a second arbitrator. The
procedure thereafter shall be the same as if the stock were offered for sale to
the corporation by a Stockholder. In the event that the corporation purchases
the stock, the certificate shall be delivered to the corporation within thirty
(30) days after the notification by the corporation of its intention to accept
the offer to pay for the stock on the valuation set by the arbitrators. The
Board of Directors may, from time to time, waive the foregoing restrictions.
<Page>
SECTION 6A
(a) The Bylaws may provide that the Directors may make, amend,
or repeal the Bylaws, in whole or in part, except with
respect to any provision thereof which by law, the Articles
of Organization or the Bylaws require action the
Stockholders.
(b) Meetings of the Stockholders or Directors of this
corporation may be held anywhere in the United States.
(c) This corporation may be a partner in any business enterprise
it would have power to conduct by itself.
<Page>
7. By-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk, whose names are set out below,
have been duly elected.
8. The effective date of organization of the corporation shall be the date of
filing with the Secretary of the Commonwealth or if later date is desired,
specify date. (not more than 30 days after the date of filing.)
9. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
corporation of Massachusetts is:
295 Forest Street, Peabody, MA 01960
b. The name, residence, and post office address of each of the initial
directors and following officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Mark Paulino 109 Bartholomew St.
Peabody, MA
Treasurer: William J. Phillips 8 Jefferson Road
Peabody, MA
Clerk: Philip Caron 17 Mohawk Street
Danvers, MA
Directors: Mark Paulino, 109 Bartholomew Street, Peabody, MA
James M. Herlihy, 14 Mohawk Street, Danvers, MA
Philip Caron, 17 Mohawk Street, Danvers, MA
William J. Phillips, 8 Jefferson Road, Peabody, MA
Ronald Phillips, 22 North Shore Rd., Danvers, MA
Conrad Paulino, 19 Troy St, Peabody, MA
c. The date initially adopted on which the corporation's fiscal year ends
is:
December 31
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is:
Last Friday in March
e. The name and business address of the resident agent, if any, of the
corporation is:
N.A.
IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 15th day of May 1987
/s/ Mark Paulino
-----------------------------------------------------------
Mark Paulino
-----------------------------------------------------------
-----------------------------------------------------------
The signature of each incorporator which is not a natural person must be an
individual who shall show the capacity in which he act? and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles [ILLEGIBLE] Organization.
<Page>
256404
[ILLEGIBLE]
1987 MAY 26 PM 3:00
CORPORATION [ILLEGIBLE]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
I hereby certify that, upon an examination of the within-written
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 $150 having been paid,
said articles are deemed to have been filed with me this 26th day of
May 19[ILLEGIBLE]
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 1/28/04 CLERK /s/ [ILLEGIBLE]
------- ---------------
EFFECTIVE DATE
/s/ Michael J. Connolly
MICHAEL J. CONNOLLY
SECRETARY OF STATE
PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO BE FILLED IN BY CORPORATION
TO: Richard B. Weitzen
Lawson & Wayne
425 Summer Street
Boston, MA 02210
Telephone (617) 439-4990
FILING FEE: 1/20 OF 1% OF THE TOTAL AMOUNT OF THE AUTHORIZED
CAPITAL STOCK WITH PAR VALUE, AND ONE CENT A SHARE FOR ALL
AUTHORIZED SHARES WITHOUT PAR VALUE, BUT NOT LESS THAN $150
GENERAL LAWS, CHAPTER 156B. SHARES OF STOCK WITH A PAR VALUE
LESS THAN ONE DOLLAR SHALL BE DEEMED TO HAVE PAR VALUE OF
ONE DOLLAR PER SHARE.
Copy Mailed
<Page>
FEDERAL IDENTIFICATION
NO. see below
FEDERAL IDENTIFICATION
NO. see below
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
SECRETARY OF STATE
ONE ASHBURTON PLACE
BOSTON, MASS, 02108
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114.
Make checks payable to the Commonwealth of Massachusetts.
* * * *
MERGER* OF M Peabody Track Equipment Corp. (Fed. ID042805334)
M H. Paulino, Inc. (Fed. ID 042622338)
M Charl-Don Trucking , Inc. (Fed. ID 042663878)
M Charl-Don Rolloff Division Co., Inc. (Fed. ID042643989)
M Professional Disposal, Inc. (Fed. ID 042526515)
the constituent corporations
into
S Regional Waste Services, Inc. (Fed. ID
04-2964541)
one of the constituent corporations*. 256404
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 subsections (b) and (c) 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
referred to in paragraph 1 shall be September 1, 1967
3. (For a merger)
** The following amendments to the articles of organization of the
SURVIVING corporation have been affected pursuant to the agreement of
merger referred to in paragraph 1:
none
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Addition, to more than one article
may be continued on a single sheet so long as each article requiring each
such addition is clearly indicated.
[ILLEGIBLE]
- -------------
Examiner
<Page>
(a) The purposes of the RESULTING corporation are as follows:
N/A
(b) The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized is as follows:
<Table>
<Caption>
WITHOUT PAR VALUE WITH PAR VALUE
----------------- ----------------------------------------
PAR
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
----------------- ----------------- ---------------- ------ ------------
Preferred $
Common 150,000 .10 $ 15,000
</Table>
**(c) If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.
None
**(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
See Continuation Page 1A
*Delete the inapplicable words.
**If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. 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.
<Page>
[ILLEGIBLE]
CONTINUATIOM PAGE 2A
Directors of Regional Waste Services, Inc.
<Table>
<Caption>
Post Office
Name Residence Address
- ---- --------- -------
Mark Paulino 109 Bartholemew St. 295 Forest St.
Peabody, MA Peabody, MA 01960
James Michael Herlihy 14 Mohawk Street as above
Danvers, MA
Philip Caron 17 Mohawk Street as above
Danvers, MA
William J. Phillips 8 Jefferson Road as above
Peabody, MA
Ronald Phillips 12 Abington Avenue as above
Peabody, MA
Conrad Paulino 19 Troy Street as above
Peabody, MA
</Table>
<Page>
4917r
CONTINUATION PAGE 3A
The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that that agreement of merger referred to in paragraph 1 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/ [ILLEGIBLE] President
---------------------
/s/ [ILLEGIBLE] Clerk
---------------------
of Charl-Don Trucking, Inc.
- ---------------------------
(name of constituent corporation)
/s/ [ILLEGIBLE] President
---------------------
/s/ [ILLEGIBLE] Clerk
---------------------
of Charl-Don Roll-Off Division Co., Inc.
- -----------------------------------------
(name of constituent corporation)
/s/ [ILLEGIBLE] President
---------------------
/s/ [ILLEGIBLE] Clerk
---------------------
of Professional Disposal, Inc.
- ------------------------------
(name of constituent corporation)
/s/ [ILLEGIBLE] President
---------------------
/s/ [ILLEGIBLE] Clerk
---------------------
of Regional Waste Services, Inc.
- --------------------------------
(name of constituent corporation)
<Page>
7675Y
Article 6A: No director shall be personally liable to the corporation or to
any of its stockholders for monetary damages for any breach of fiduciary duty by
such director as a director notwithstanding any provision of law imposing such
liability; provided, however, that, to the extent required from time to time by
applicable law, this provision shall not eliminate the liability of a director,
to the extent such liability is provided by applicable law, (a) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (b)
for acts or omissions not in good faith which involve intentional misconduct or
a knowing violation of law, (c) under Section 61 or Section 62 of the Business
Corporation Law of the Commonwealth of Massachusetts, or (d) for any transaction
from which the director derived an improper personal benefit. No amendment to or
repeal of this Article 6A 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 the effective date of such amendment or
repeal.
Article 6B: Meetings of the stockholders of the corporation may be held
anywhere in the United States.
Article 6C: The Directors may make, amend, or repeal the By-Laws in whole
or in part except with respect to any provision thereof which by law or the
By-Laws requires action by the stockholders.
Article 6D: The Corporation may be a partner in any business enterprise
which the Corporation would have power to conduct by itself.
Continuation Page 1A
<Page>
4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.
(a) The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:
295 Forest Street, Peabody, MA
(b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:
<Table>
<Caption>
Name Residence Post Office Address
President Mark Paulino 109 Bartholemew St. 295 Forest St.
Peabody, MA Peabody, MA
Treasurer William J. Phillips 8 Jefferson Rd. as above
Peabody, MA
Clerk Philip Caron 17 Mohawk St. as above
Danvers, MA
Directors SEE CONTINUATION PAGE 2A
</Table>
(c) The date initially adopted on which the fiscal year of the surviving*
corporation ends is:
December 31
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is:
Last Friday in March
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* referred to in paragraph 1 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/ Mark Paulino President*
---------------------
/s/ [ILLEGIBLE] Clerk*
---------------------
of Peabody Truck Equipment Corp.
- --------------------------------------------------------------------------------
(name of constituent corporation)
/s/ Mark Paulino President*
---------------------
/s/ [ILLEGIBLE] Clerk*
---------------------
of H. Paulino, Inc.
- --------------------------------------------------------------------------------
(name of constituent corporation)
*See Continuation Page 3A
*Delete the inapplicable words
<Page>
14270
41152
RECEIVED
THE COMMONWEALTH OF MASSACHUSETTS
SEP - 3 1987
ARTICLES OF /MERGER
SECRETARY OF STATE (General Laws, Chapter 156B, Section 78)
CORPORATION DIVISION
I hereby approve the within articles of /merger and, the filing fee in the
amount of $200.00 having been paid, said articles are deemed to have been filed
with me this 3rd day of September, 1987.
Effective Date
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
SECRETARY OF STATE
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 1/28/04 CLERK /s/ [ILLEGIBLE]
------- ---------------
TO BE FILLED IN BY CORPORATION
Photo Copy of Articles of Merger To Be Sent
TO: Lawrence I. Silverstein, Esq.
Bingham, Dana & Gould
100 Federal Street
Boston, MA 02110
Telephone 348-8000
Copy Mailed
<Page>
* * 021-100.
FORM CD-72-3?M-4/86-80??81
FEDERAL IDENTIFICATION
NO. 04-2964541
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
THIS CERTIFICATE MUST BE SUBMITTED TO THE SECRETARY OF THE COMMONWEALTH
WITHIN SIXTY DAYS AFTER THE DATE OF THE VOTE OF STOCKHOLDERS ADOPTING THE
AMENDMENT. THE FEE FOR FILING THIS CERTIFICATE IS PRESCRIBED BY GENERAL LAWS,
CHAPTER 156B, SECTION 114. MAKE CHECK PAYABLE TO THE COMMONWEALTH OF
MASSACHUSETTS.
We, Mark Paulino , President/ , and
Philip Caron , Clerk/ of
REGIONAL WASTE SERVICES, INC.
- --------------------------------------------------------------------------------
(NAME OF CORPORATION)
LOCATED AT 300 FOREST STREET, PEABODY, MA 01960
DO HEREBY CERTIFY THAT THE FOLLOWING AMENDMENT TO THE ARTICLES OF ORGANIZATION
OF THE CORPORATION WAS DULY ADOPTED AT A MEETING HELD ON JULY 30, 1990, BY VOTE
OF
_____ SHARES OF _______________ OUT OF _____ SHARES OUTSTANDING,
(Class of Stock)
3,600 SHARES OF Preferred Stock OUT OF 3,600 SHARES OUTSTANDING, AND
---------------
(Class of Stock)
_____ SHARES OF _______________ OUT OF _____ SHARES OUTSTANDING,
(Class of Stock)
BEING AT LEAST A MAJORITY OF EACH CLASS OUTSTANDING AND ENTITLED TO VOTE
THEREON:-
CROSS OUT
INAPPLICABLE
CLAUSE
To change the corporate name from Regional Waste Services, Inc. to:
"Wood Recycling, Inc."
? For amendments adopted pursuant to Chapter 156B, Section 70
? For amendments adopted pursuant to Chapter 156B, Section 71
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate ?? sheets of paper
leaving a left hand margin of at least 1 inch for binding. Additions to more
than one Amendment may be continued on a single sheet so long as each Amendment
requiring each such addition is clearly indicated
/s/ [ILLEGIBLE]
- --------------
Examiner
/s/ [ILLEGIBLE]
- ---------------
Name Approved
C / /
P / /
M / /
[ILLEGIBLE]
- ---------------
P.C.
<Page>
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 1/28/04 CLERK /s/ [ILLEGIBLE]
------- ---------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the filing fee in
the amount of $100 ?having been paid, said articles are deemed to have been
filed with me this 2nd day of August, 1990.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
SECRETARY OF STATE
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO Richard B. Weitzen
Lawson & Weitzen
425 Summer Street
Boston, MA 02210
TELEPHONE (617) 439-4990
Copy Mailed
<Page>
FEDERAL IDENTIFICATION
NO. 04-2964541
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Mark Paulino , *President / .
and Philip L. Caron , *Clerk / .
of Wood Recycling, Inc.
(EXACT NAME OF CORPORATION)
located at 2 Corporation Way, Suite 170, Peabody, MA 01960
(STREET ADDRESS OF CORPORATION IN MASSACHUSETTS)
certify that these Articles of Amendment affecting articles numbered.
3
(NUMBER THESE ARTICLES 1, 2, 3, 4, 5 AND/OR 6 BEING AMENDED)
of the Articles of Organization were duly adopted at a meeting held on August 7,
2001, by vote of:
14,070 shares of Common Stock of 14,070 shares outstanding,
(TYPE, CLASS & SERIES, IF ANY)
______ shares of _________________________________ of __ shares outstanding, and
(TYPE, CLASS & SERIES, IF ANY)
______ shares of _________________________________ of ______ shares outstanding,
(TYPE, CLASS & SERIES, IF ANY)
1**being at least a majority of each type, class or series outstanding and
entitled to vote thereon: / or (2)**being at least two-thirds of each type,
class or series outstanding and entitled to vote thereon and of each type, class
or series of stock whose rights are adversely affected thereby:
*DELETE THE INAPPLICABLE WORDS. **DELETE THE INAPPLICABLE CLAUSE.
[ILLEGIBLE] FOR AMENDMENTS ADOPTED PURSUANT TO CHAPTER 156B, SECTION 70
[ILLEGIBLE] FOR AMENDMENTS ADOPTED PURSUANT TO CHAPTER 156B, SECTION 71
NOTES: 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 ? 1/2 ?
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 ?? SUCH
ADDITION IS CLEARLY INDICATED.
/s/ [ILLEGIBLE]
- --------------------------
Examiner
/s/ [ILLEGIBLE]
- --------------------------
Name
Approved
C / /
P / /
M / /
R.A. / /
4
P.C
5/24/87
<Page>
17829
764368
THECOMMONWEALTHOFMASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $150 having been paid, said articles are deemed to have been filed
with me this 8th day of August 2001.
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 1/28/04 CLERK /s/ [ILLEGIBLE]
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Richard B. Weitzen, Esq
Lawson & Weitzen, LLP
88 Black Falcon Avenue, Suite 345, Boston, MA 02210
Telephone: (?17) 439-4990
<Page>
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 20-0362145 NO. 04-2964541
000851717
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
081
030
ARTICLES OF / *MERGER
(General Laws, Chapter 156B, Section 78)
(m) 10/8/2003
merger of Striped Mongoose Corporation
and
/s/ Wood Recycling, Inc.
---------------------------------------------
---------------------------------------------
---------------------------------------------
the constituent corporation, into
/s/ Wood Recycling, 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:
Pursuant to the Agreement and Plan of Merger, the Articles of Organization of
Wood Recycling, Inc., the surviving corporation, are amended and as set forth in
Attachment 3A.
*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]
- --------------------------
Examiner
C / /
P /X/
M / /
R.A. /X/
7
P.C
<Page>
ATTACHMENT 3A
In connection with the merger of Striped Mongoose Corporation, a
Massachusetts corporation, with and into Wood Recycling, Inc., a Massachusetts
corporation and the surviving corporation in such merger, pursuant to Article 3
of the Articles of Merger to which these amendments are attached, the following
Articles of the current Articles of Organization of Wood Recycling, Inc., are
amended as set forth below.
ARTICLE I
The exact name of the corporation is:
WOOD RECYCLING, INC.
ARTICLE II
2. The purpose of the corporation is to engage in the following business
activities:
(a) To engage in the business of waste management and any and all
activities related thereto; and
(b) To carry on any business or other activity which may lawfully be
carried on by a corporation organized under the provisions of 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
NUMBER OF NUMBER OF
TYPE SHARES TYPE SHARES PAR VALUE
COMMON: NONE COMMON: 1,000 $ .01
Preferred: NONE Preferred: NONE
</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.
NONE
<Page>
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:
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. 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.
- 2 -
<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)
c/o CT Corporation System, 101 Federal Street, Boston, MA 02110
(b) The name, residential address, and post office address of each director and
officer of the *resulting / *surviving corporation is:
<Table>
<Caption>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
PRESIDENT: John W. Casella 67 Ives Ave., Rutland, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
TREASURER: Richard A. Norris 448 Curtis Brook Rd., Rutland, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
CLERK: John W. Casella 67 Ives Ave., Rutland, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
DIRECTORS: John W. Casella 67 Ives Ave., Rutland VT 05701 25 Greens Hill Lane, Rutland, VT 05701
Douglas R.Casella 3 Stonehollow Rd, Mendon, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
James W. Bohlig Russellville Rd., Box 1043, Cuttingsville, VT 05738 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:
April
(d) The name and business address of the resident agent, if any, of the
surviving corporation is:
c/o CT Corporation System, 101 Federal Street, Boston, MA 02110
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
- -----------------------------------------
John W. Casella, President and Clerk
, Clerk
- ----------------------------------------- .
Striped Mongoose Corporation of
- -----------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
, President
- -----------------------------------------
Mark Paulino
, Clerk
- -----------------------------------------
James Michael Herlihy
Wood Recycling, Inc.
of --------------------------------------------------------------------------- .
(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)
c/o CT Corporation System, 101 Federal Street, Boston, MA 02110
(b) The name, residential address, and post office address of each director and
officer of the *resulting/*surviving corporation is:
<Table>
<Caption>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: John W. Casella 67 Ives Ave., Rutland, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
Treasurer: Richard A. Norris 448 Curtis Brook Rd., Rutland, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
Clerk: John W. Casella 67 Ives Ave., Rutland, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
Directors: John W. Casella 67 Ives Rutland VT 05701 25 Greens Hill Lane, Rutland, VT 05701
Douglas R.Casella 3 Stonehollow Rd, Mendon, VT 05701 25 Greens Hill Lane, Rutland, VT 05701
James W. Bohlig Russellville Rd., Box 1043, Cuttingsville, VT 05738 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:
April
(d) The name and business address of the resident agent, if any, of the ?
surviving corporation is:
c/o CT Corporation System, 101 Federal Street, Boston, MA 02110
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
John W. Casella, President and Clerk
- -----------------------------------------, Clerk
Striped Mongoose Corporation of
- -------------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
/s/ Mark Paulino
- -----------------------------------------,President
Mark Paulino
/s/James Michael Herlihy
- -----------------------------------------, Clerk
James Michael Herlihy
Wood Recycling, Inc. of
- -----------------------------------------------------------------------------
(NAME OF CONSTITUENT CORPORATION)
*DELETE THE INAPPLICABLE WORDS.
<Page>
861486
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 00, having been paid, said articles are deemed to
have been filed with me this 25th day of November, 2003
EFFECTIVE DATE:
-----------------------------------------------------
A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 1/28/04 CLERK /s/ [ILLEGIBLE]
------- ---------------
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
[ILLEGIBLE]
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Sheila M. McCarty, Corporate Paralegal
Hale and Dorr LLP
60 State St., Boston, MA 02109
Telephone: (617)526-5134