AMENDED AND RESTATED OPERATING AGREEMENT OF ADVANCED DISPOSAL SERVICES NORTH ALABAMA LANDFILL LLC
Exhibit 3.122
AMENDED AND RESTATED OPERATING AGREEMENT
OF
ADVANCED DISPOSAL SERVICES NORTH ALABAMA LANDFILL LLC
This Amended and Restated Operating Agreement of Advanced Disposal Services North Alabama Landfill, LLC is made effective as of September 8, 2010, by Advanced Disposal Services, Inc. (the “Member”).
ARTICLE I
The following capitalized terms shall have the meanings specified in this Article I. Other terms are defined in the text or this Operating Agreement; and, throughout this Operating Agreement, those terms shall hove the meanings respectively ascribed to them.
“Act” means the Delaware Limited Liability, Company Act, as amended from time to time.
“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision or any succeeding law.
“Company” means the limited liability company organized in accordance with this Operating Agreement.
“Secretary of State” means the Secretary or State of the State of Delaware.
“Interest” means the Member’s share of the Profits and Losses of, and the right to receive distributions from, the Company.
“Membership Rights” means all of the rights of the Member in the Company, including the Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.
“Operating Agreement” means this Operating Agreement of Advanced Disposal Services North Alabama Landfill, LLC, a Delaware limited liability company, as amended from time to time.
“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.
“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.
“Treasury Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.
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“Successor” means any Person to whom all or any part of an Interest is Transferred in accordance with the terms hereof.
“Transfer” means, when used as a noun, (a) any voluntary sale, hypothecation, pledge, assignment, attachment or other transfer of any Interest, and (b) any transfer of any Interest initiated by a lender in connection with the enforcement of its rights under a senior credit facility that is secured, in whole or in part, by a pledge of such Interest, and, when used as a verb, (x) to voluntarily sell, hypothecate, pledge, assign or otherwise transfer any Interest, and (y) with respect to any lender, to sell, hypothecate, pledge, assign or otherwise transfer any Interest in connection with the enforcement of such lender’s rights under any senior credit facility that is secured, in whole or in part, by a pledge of such Interest.
“Units” means an ownership interest in the Company, representing the holder’s Membership Rights, including any and all benefits to which the holder of such Units may be entitled as provided in this Operating Agreement, together with all obligations of such person to comply with the terms and conditions of this Operating Agreement.
ARTICLE 2
FORMATION AND NAME; PURPOSE; TERM
2.2 Name of the Company. The name or the Company shall be Advanced Disposal Services North Alabama Landfill, LLC. The Company may do business under that name and under any other name or names upon which the Member may, in the sole discretion of the Member, determine. If the Company does business under a name other than that set forth in the Certificate of Formation, then the Company shall file a fictitious name registration as required by law.
2.5 Member. The name and present mailing address of the sole Member is set forth on Exhibit A.
ARTICLE 3
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3.3 Capital Accounts. A capital account shall be maintained by the Company for the Member.
ARTICLE 4
4.1 Authorization and Issuance of Units.
(a) A total of one hundred thousand (100,000) Units are hereby authorized for issuance. The number of Units authorized for issuance pursuant to this Section 4(a) may be increased from time to time as deemed necessary by the Member.
(b) Units issued for such consideration as the Member determines to be appropriate shall be deemed to be fully paid and non-assessable if the entire amount of such consideration has been received by the Company for such Units in the form of cash, property or services rendered.
(a) Upon the issuance of Units to the Member in accordance with the provisions of this Agreement, the Company shall issue one or more Unit Certificates in the name of the Member. Each such Unit Certificate shall be denominated in terms of the number or Units evidenced by such Unit Certificate. “Unit Certificate” means a certificate issued by the Company, which evidences the ownership or one or more Units. Each Unit Certificate shall bear the following legend: “This certificate evidences an interest in Advanced Disposal Services North Alabama Landfill, LLC and shall be a certificated security for purposes of Article 8 of the Uniform Commercial Code of the State of Delaware and the Uniform Commercial Code of any other jurisdiction.” This provision shall not be amended, and no such purported amendment to this provision shall be effective until all outstanding certificates have been surrendered for cancellation.
(b) The Company shall issue a new Unit Certificate in place of any Unit Certificate previously issued if the holder of the Units represented by such Unit Certificate, as reflected on the books and records of the Company:
(i) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Unit Certificate has been lost, stolen or destroyed;
(ii) requests the issuance of a new Unit Certificate before the Company has notice that such previously issued Unit Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim in accordance with the terms and conditions of this Agreement;
(iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Unit Certificate; and
(iv) satisfies any other reasonable requirements imposed by the Company.
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(c) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Unit Certificate, the transferee of such Units shall deliver such Unit Certificate to the Company for cancellation, and the Company shall thereupon issue a new Unit Certificate to such transferee for the number of Units being transferred and, if applicable, cause to be issued to such Member a new Unit Certificate tor that number of Units that were represented by the canceled Unit Certificate and that are not being Transferred.
ARTICLE 5
PROFIT, LOSS, AND DISTRIBUTIONS
5.1 Distributions of Cash Flow. Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.
5.2 Allocation of Profit or Loss. All Profit or Loss shall be allocated to the Member.
ARTICLE 6
MANAGEMENT; RIGHTS, POWERS, AND DUTIES
ARTICLE 7
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ARTICLE 8
DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY
8.1 Events of Dissolution, The Company shall only be dissolved at such time as the Member determines to dissolve the Company.
ARTICLE 9
BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS
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9.3 Annual Accounting Period. The annual accounting period of the Company shall be its taxable year.
ARTICLE 10
10.1 Applicable Law. All questions concerning the construction, validity, and interpretation of this Operating Agreement shall be governed by the laws of the State of Delaware.
ADVANCED DISPOSAL SERVICES, INC.
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EXHIBIT “A”
MEMBER NAME
Advanced Disposal Services, Inc.
ADDRESS
0000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000
INITIAL CAPITAL CONTRIBUTION
$100.00
PERCENTAGE INTEREST
100%
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