OPERATING AGREEMENT OF ALLIED WASTE SYCAMORE LANDFILL, LLC
Exhibit 3.99
OPERATING AGREEMENT
OF ALLIED WASTE SYCAMORE LANDFILL, LLC
OF ALLIED WASTE SYCAMORE LANDFILL, LLC
This Operating Agreement (the “Agreement”) of Allied Waste Sycamore Landfill, LLC (the
“Company”) is executed as of September 23, 1999, 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 herein shall have the meanings set forth in Section 7.6 hereof.
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 Formation.
1.3 Name. The name of the Company is Allied Waste Sycamore Landfill, 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
owning and operating landfills and providing waste transportation services, and to engage in any
other activity permitted under Delaware 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 Delaware shall be
Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of New Castle. The registered
office may be changed to any other place within the State of Delaware 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 Delaware are The Corporation Trust Company, Corporation
Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx. The Company’s agent for service of legal
process may be changed upon the consent of the Member.
1.7 Certificate of Formation. The Member shall file any amendments to the Certificate of
Formation deemed necessary by them 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 are: Allied Waste North America, Inc., a
Delaware corporation, 00000 X. Xxxxxxxx-Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000.
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, which is incorporated herein by this reference.
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 may be determined by the Member.
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 and 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 herein, 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 herein 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,
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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.
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 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
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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 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) December 31, 2050;
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(b) The sale of all or substantially all of the Company’s assets and the collection of the
proceeds of such sale;
(c) The election by the Member to dissolve the Company; or
(d) The entry of a decree of dissolution under § 18-802 of the Act.
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 articles of dissolution have been filed with the Utah
Secretary of State 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 Articles 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, articles of dissolution
shall be executed and filed by the Member with the Utah Secretary 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 hereof 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.
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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 Utah 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:
“Act” means the Delaware Limited Liability Company Act, as set forth in Del. Code Xxx. Tit. 6,
§ 18-101, et. seq., as amended from time to time (or any corresponding provisions of succeeding
law).
“Agreement” means this Operating 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.
“Articles 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. If any
Person is admitted as a Substituted Member pursuant to the terms of this Agreement, “Member” shall
also be deemed to refer to such Person.
“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 Operating 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.
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IN WITNESS WHEREOF, the undersigned has entered into this Agreement as of the date first above
written.
| Allied Waste North America, Inc., a Delaware corporation |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Xxxxxx X. Xxxx, 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 Xxxxx Xxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000 |
||||||||
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