OPERATING AGREEMENT OF GREENRIDGE WASTE SERVICES, LLC
Exhibit 3.541
This Operating Agreement (the “Agreement”) of Greenridge Waste Services, LLC (the “Company”)
is executed as of April 12, 2001, by Allied Waste North America, Inc., a Delaware corporation, the
sole member of the Company (the “Member”), and shall bind the Member, the Company, and any other
person who may acquire any interest in the Company.
SECTION 1. DEFINITIONS; THE COMPANY
1.1 Definitions. Capitalized words and phrases used in this Agreement and not
otherwise defined shall have the meanings set forth in Section 7.6.
1.2 Formation. The Company has been formed as a limited liability company pursuant to
the provisions of the Act and upon the terms and conditions set forth in this Agreement and the
Certificate of Organization.
1.3 Name. The name of the Company is Greenridge Waste Services, LLC. All business of
the Company shall be conducted in the Company name. The Company shall hold its property in the name
of the Company.
1.4 Purpose. The purpose of the Company is primarily to engage in and conduct the
business of waste hauling, and to engage in any other activity permitted under Pennsylvania law and
the laws of any jurisdiction in which the Company may do business.
1.5 Office. The registered office of the Company within the State of Pennsylvania
shall be 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. The registered office
may be changed to any other place within the State of Pennsylvania upon the consent of the Member.
The Company may maintain a registered office in any state within which it does business at any
location approved by the Member.
1.6 Registered Agent for Service of Process. The name and address of the registered
agent for service of legal process on the Company in Pennsylvania are CT Corporation System, 0000
Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. The Company’s agent for service of
legal process may be changed upon the consent of the Member.
1.7 Certificate of Organization. The Member shall file any amendments to the
Certificate of Organization deemed necessary by it to reflect amendments to this Agreement adopted
by the Member in accordance with the terms hereof. Upon the approval of any amendments thereto,
by the Member in accordance with this Agreement, the Member or a designee of the Member shall be
authorized to execute and file such instruments with the appropriate state agencies.
SECTION 2. MEMBER; CAPITAL CONTRIBUTIONS; LOANS
2.1 Member. The name and address of the sole Member is set forth in Exhibit A to this
Agreement.
2.2 Contributions of Member. The Member shall contribute to the Company the cash or
other assets set forth in Exhibit A to this Agreement. The Member shall not be obligated to
make additional Capital Contributions to the Company.
2.3 Member Loans. The Member may make loans (“Member Loans”) to the Company, which
shall bear interest and be repaid on such reasonable terms and conditions as the Member may
determine. The Member shall not be required to make a Member Loan unless the Member has agreed to
make such Member Loan.
SECTION 3. DISTRIBUTIONS
During the term of the Company, cash and property shall be distributed periodically to the
Member in its sole discretion. No distribution shall be declared and paid unless, after the
distribution is made, the assets of the Company are in excess of all liabilities of the Company.
SECTION 4. MANAGEMENT
4.1 General Management Structure. Unless specifically provided otherwise in this
Agreement, all decisions and actions concerning the Company and its affairs, and all matters
requiring the consent or approval of the Member under this Agreement, shall be made within the sole
discretion of the Member. Any party dealing with the Company shall be permitted to rely
absolutely on the signature of the Member as binding on the Company.
4.2 Delegation of Authority to Officers. The Member may designate one or more
Persons as officers of the Company. The officers shall have the authority to act for and bind the
Company to the extent of the authority granted to them in this Agreement or in resolutions duly
adopted by the Member on behalf of the Company. The officers of the Company may include a
president, vice presidents, an executive vice president, a secretary, a treasurer, and such other
officers as the Member deems appropriate. The officers of the Company will be entitled to such
compensation for their services as the Member may reasonably determine from time to time. Unless
otherwise specified by the Member, the following officers shall have the authority to engage in the
activities set forth with respect to their respective offices:
4.2.1 President. The President shall, subject to the control of the Member, have
general supervision of the business of the Company and shall see that all orders and resolutions of
the Member are carried into effect. The President shall execute all bonds, mortgages, contracts and
other instruments of the Company, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Company may sign and execute documents when
so authorized by this Agreement, the Member, or the President. The President shall also perform
such other duties and may exercise such other powers as from time to time may be assigned to him by
this Agreement or by the Member.
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4.2.2 Vice Presidents. At the request of the President or in his absence or in the
event of his inability or refusal to act, the Executive Vice President, if there is one acting, or
in the absence of an Executive Vice President, the Vice President or the Vice Presidents if there
are more than one, shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. Each Vice President shall
perform such other duties and have such other powers as the President from time to time may
prescribe.
4.2.3 Secretary. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or
filed, as the case may be.
4.2.4 Treasurer. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all moneys and other valuable effects in the name and to
the credit of the Company in such depositories as may be designated by the Member. The Treasurer
shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for
such disbursements, and shall render to the President, from time to time, when the Member so
requires, an account of all his transactions as Treasurer and of the financial condition of the
Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and
with such surety or sureties as shall be satisfactory to the Member for the faithful performance of
the duties of his office and for the restoration to the Company, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Company.
4.2.5 Assistant Secretaries. Except as may be otherwise provided in this
Agreement, Assistant Secretaries, if there are any, shall perform such duties and have such powers
as from time to time may be assigned to them by the Member, the President, any Vice President, if
there are any appointed, or the Secretary, and in the absence of the Secretary or in the event of
his disability or refusal to act, shall perform the duties of the Secretary, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the Secretary.
4.2.6 Assistant Treasurers. Assistant Treasurers, if there are any, shall perform
such duties and have such powers as from time to time may be assigned to them by the Member, the
President, any Vice President, if there are any appointed, or the Treasurer, and in the absence of
the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions
upon the Treasurer. If required by the Member, an Assistant Treasurer shall give the Company a
bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the
faithful performance of the duties of his office and for the restoration to the Company, in case of
his death, resignation, retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control belonging to the
Company.
4.2.7 Other Officers. Such other officers as the Member may choose shall perform
such duties and have such powers as from time to time may be assigned to them by the
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Member. The Member may delegate to any officer of the Company the power to choose such other
officers and to prescribe their respective duties and powers.
4.3 Indemnification. The Company, its receiver or its trustee shall defend,
indemnify and save harmless the Member and its officers and any officers of the Company (the
“Indemnified Parties”) from and against all losses, claims, costs, liabilities and damages incurred
by them by reason of any act performed or omitted to be performed by them in connection with the
business of the Company, including attorneys’ fees incurred by them in connection with the defense
of any action based on any such act or omission; provided, however, no Indemnified Party shall be
indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
4.4 Meetings. No annual or special meetings of the Member shall be required. Any
action required or permitted to be taken at any meeting may be taken without a meeting if written
consent setting forth the action to be taken is signed by the Member.
SECTION 5. BOOKS AND RECORDS
5.1 Books and Records. The Company shall maintain and preserve at its office all
accounts, books and other relevant Company documents. The books of account of the Company shall be
prepared and maintained on the same basis and in a manner consistent with the records of the
Member.
5.2 Fiscal Year. The fiscal year of the Company shall be the same as the fiscal year
of the Member.
5.3 Bank Accounts. The funds of the Company shall be maintained in a separate
account or accounts in the name of the Company.
SECTION 6. DISSOLUTION AND TERMINATION
6.1 Dissolution. The Company shall dissolve upon the first to occur of any of the
following events:
(a) The sale of all or substantially all of the Company’s assets and the collection of the
proceeds of such sale;
(b) The election by the Member to dissolve the Company; or
(c) Upon the Member becoming bankrupt or the occurrence of any event that terminates the
membership of the Member in the Company as described in Section 8971(a)(4) of the Act.
(d) The entry of an order of judicial dissolution under Section 8972 of the Act.
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6.2 Winding Up.
(a) General. Following the dissolution of the Company, the Company shall
cease to carry on its business, except insofar as may be necessary for the winding up of its
business, but the Company’s separate existence shall continue until a certificate of dissolution
has been filed in accordance with Section 6.3 or until a decree dissolving the Company has been
entered by a court of competent jurisdiction.
(b) Liquidation and Distribution of Assets. The Member (or its authorized successor
in interest) shall be responsible for overseeing the winding up and liquidation of the Company and
shall take full account of the Company’s liabilities and assets upon dissolution. Any assets not
required to discharge any liabilities of the Company shall be distributed to the Member. Upon the
completion of the winding up, liquidation and distribution of the assets, the Company shall be
deemed terminated. The Company shall comply with any applicable requirements of the Act pertaining
to the winding up of the affairs of the Company and the final distribution of its assets.
6.3 Certificate of Dissolution. When all debts, liabilities and obligations of the
Company have been paid and discharged or adequate provisions have been made therefor and all of the
remaining property and assets of the Company have been distributed to the Member, the Company shall
execute and file a certificate of dissolution with the Pennsylvania Department of State.
SECTION 7. MISCELLANEOUS
7.1 Binding Effect. Except as otherwise provided in this Agreement, every covenant,
term and provision of this Agreement shall be binding upon and inure to the benefit of the Member
and its heirs, legatees, legal representatives, successors, transferees and assigns.
7.2 Headings. Section and other headings contained in this Agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof.
7.3 Severability. Every provision of this Agreement is intended to be severable. If
any term or provision is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity or legality of the remainder of this Agreement.
7.4 Variation of Pronouns. All pronouns and any variations thereof shall be deemed to
refer to masculine, feminine or neuter, singular or plural, as the identity of the Person or
Persons may require.
7.5 Governing Law. The laws of the State of Pennsylvania shall govern the validity of
this Agreement, the construction of its terms and the interpretation of the rights and duties of
the Member.
7.6 Glossary. For purposes of this Agreement, the following terms shall have the
meanings specified in this Section:
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“Act” means the Pennsylvania Limited Liability Company Act, as set forth in § 8901 et.
seq. of the Pennsylvania Code, as amended from time to time (or any corresponding
provisions of succeeding law).
“Agreement” means this Agreement, as amended from time to time. Words such as “herein,”
“hereinafter,” “hereof,” “hereto” and “hereunder,” refer to this Agreement as a whole, unless the
context otherwise requires.
“Certificate of Organization” has the meaning given that term in Section 1.7 hereof.
“Capital Contribution” means the amount of money and the net fair market value of
property (other than money) contributed to the Company by the Member.
“Company” means the limited liability company formed pursuant to this Agreement and any
limited liability company continuing the business of this Company in the event of dissolution as
herein provided.
“Member” means any Person identified as a Member in the heading to this Agreement.
“Member Loans” has the meaning given that term in Section 2.3 hereof.
“Person” means any individual, partnership, corporation, limited liability company, trust or
other entity.
7.7 No Third-Party Beneficiaries. No term or provision of this Agreement is intended
to or shall be for the benefit of any Person not a party hereto, and no such other Person shall
have any right or cause of action hereunder.
IN WITNESS WHEREOF, the undersigned has entered into this Agreement as of the date first
above written.
| Allied Waste North America, Inc., | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxx
|
|||||
| Its: | Vice President, Legal | |||||
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EXHIBIT A
| Initial Capital | Percentage | |||||||
| Name and Address of Member | Contribution | Interest | ||||||
Allied Waste North America, Inc. |
$ | 100.00 | 100 | % | ||||
00000 X. Xxxxxxxx-Xxxxxx Xxxx, Xxx. 000 |
||||||||
Xxxxxxxxxx, Xxxxxxx 00000
|
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