PINAL COUNTY LANDFILL CORP.
Section 1.1 The principal office of the Corporation shall be, until changed by the Board of
Directors, at Thunderbird Executive Park, 7585 East Redfield Road, Suite #106, Scottsdale, Arizona
85260. The Corporation may also have offices and branch offices at such other places within and
without the State of Arizona as the Board of Directors may from time to time determine or the
business of the Corporation may require.
Section 2.1 Place. Except as hereinafter provided, any annual or special meeting of
the shareholders shall be held at such place within or without the State of Arizona as may be
selected by the Board of Directors. If the Board of Directors fails to designate a place for the
meeting to be held, then the same shall be held at the principal business office of the
Corporation. Special meetings called for the purpose of removing directors shall be held at the
registered office or principal business office of the Corporation in the State of Arizona or in the
city or county in the State of Arizona in which the principal business office of the Corporation is
Section 2.2 Date of Annual Meeting. The annual meeting of the shareholders shall be
held on the 30th day in the month of April in each year at such time as may be specified in the
notice of meeting. If the day fixed for the annual meeting shall be a holiday, such annual meeting
shall be held on the next business day.
Section 2.3 Special Meetings. Special meetings of the shareholders may be called at
any time by the Board of Directors.
Section 2.4 Notice of Shareholders Meetings, Annual or Special. Written or
printed notice of each meeting of shareholders shall be delivered or given either personally or by
mail to each shareholder of record entitled to vote at such meeting, not less than ten (10) nor
more than fifty (50) days before the date of the meeting. The notice shall specify the place, day
and time of the meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called. Any notice of a shareholders meeting given by mail shall be deemed delivered
when deposited in
the United States mail with postage thereon prepaid and addressed to the shareholder at his address
as it appears on the records of the Corporation.
Section 2.5 Persons Authorized to Give Notice. Notice of an annual meeting of the
shareholders of the Corporation shall be given or delivered by or at the direction of the
President, the Secretary, or the Board of Directors.
Section 2.6 Written Waiver of Notice. Any notice required by these Bylaws may be
waived by any person entitled thereto signing a waiver of notice before or after the time of said
meeting and such waiver shall be deemed equivalent to the giving of said notice.
Section 2.7 Waiver of Attendance. Attendance of a shareholder at any meeting shall
constitute a waiver of notice of such meeting, except where a shareholder attends a meeting for the
express purpose of objecting to the transaction of any business because the meeting is not lawfully
called or convened.
Section 2.8 Quorum. A majority of the outstanding shares of stock entitled to vote at
any meeting, represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. Every decision of a majority of such quorum shall be valid as a corporate act unless
a larger vote is required by the Articles of Incorporation, these Bylaws or by law. If the holders
of the number of shares necessary to constitute a quorum shall fail to attend in person or by
proxy, a majority in interest of the shareholders present in person or by proxy shall have the
right successively to adjourn the meeting to a specified date not longer than ninety (90) days
after such adjournment. No notice need be given of such adjournment to shareholders not present at
Section 2.9 Persons Authorized to Convene Meetings. Every meeting shall be convened by
the President, the Secretary or some other officer or other person designated by the Board of
Section 2.10 Shareholder Action Without Meeting. Any action required by law, the
Articles of Incorporation, or these Bylaws to be taken at a meeting of shareholders, or any action
which may be taken at a meeting of the shareholders, may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof. Such consents shall have the same force and effect
as a unanimous vote of the shareholders at a meeting duly held. The Secretary shall file such
consents with the minutes of the meetings of the shareholders.
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Section 3.1 List of Voters. The officer having charge of the transfer book for shares
of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting
at least ten (10) days before such meeting. Said list shall be arranged in alphabetical order with
the address of and the number of shares held by each shareholder. Said list, for a period of ten
(10) days prior to the meeting, shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any shareholder at any time during usual business hours. Said
list shall also be produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. Failure to comply with
the requirements of this section shall not affect the validity of any action taken at any meeting.
Section 3.2 Inspectors. At any meeting called for the election of directors, if the
presiding officer of the Corporation or a majority in number of shares present at such meeting
desire, the President or other person presiding at the meeting shall appoint not less than two (2)
persons, who are not directors, as inspectors to receive and canvass the votes given at such
meeting and certify the result to him. Any inspector, before he shall enter on the duties of his
office, shall take and subscribe the following oath before any officer authorized by law to
administer oaths: I do solemnly swear, that I will execute the duties of an inspector of the
election now to be held with strict impartiality, and according to the best of my ability.
Section 3.3 Record Date/Close of Transfer Books. The Board of Directors shall have the
power to close the stock transfer books of the Corporation for a period not exceeding seventy (70)
days preceding the date of any meeting of shareholders or, in lieu thereof, to fix in advance a
date not exceeding seventy (70) days preceding the date of any meeting of shareholders as a record
date for the determination of the shareholders entitled to notice of and to vote at any such
meeting. If the Board of Directors shall not have closed the transfer books or fixed a record date
for the determination of shareholders entitled to notice of, and to vote at, a meeting of
shareholders, only the shareholders who are shareholders of record at the close of business of the
20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the
meeting; except that if, prior to the meeting, written waivers of notice of the meeting are signed
and delivered to the Corporation by all of the shareholders who are shareholders of record at the
time the meeting is convened, only the shareholders who are shareholders of record at the time the
meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.
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Section 4.1 Eligible Votes. Unless otherwise provided in the Articles of
Incorporation, each outstanding share entitled to vote under the provisions of the Articles of
Incorporation shall be entitled to one vote (or a fractional vote for each fractional share) on
each matter submitted to a vote at a meeting of shareholders. No cumulative voting shall be
permitted with respect to the election of directors or any other matter.
Section 4.2 Proxies. A shareholder may vote, with respect to any matter, including but
not limited to the election of directors, which may come before a meeting of shareholders, either
in person, subject to such conditions and restrictions as may be imposed by applicable law, by
proxy executed in writing by the shareholder or his duly authorized attorney in fact. No proxy
shall be valid after eleven (11) months from the date of execution unless otherwise provided in the
proxy. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and
only so long as, it is coupled with an interest sufficient in law to support an irrevocable power
of attorney. The interest with which it is coupled need not be an interest in the shares
themselves. In any case in which application law requires, as a condition to the validity of a
proxy, that it provide that it is revocable, a proxy which does not provide that it is revocable
shall be wholly invalid, and not valid but revocable.
Section 4.3 Corporate Shareholders. Shares of stock of the Corporation standing in the
name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such provisions, as the Board
of Directors of such corporation may determine.
Section 4.4 Deceased Shareholders. Shares of stock standing in the name of a deceased
person may be voted by his personal representative, either in person or by proxy.
Section 4.5 Conservators and Trustees. Shares standing in the name of a conservator or
trustee (other than a trustee in bankruptcy) may be voted by such fiduciary, either in person or by
proxy, but no conservator or trustee (other than a trustee in bankruptcy) shall be entitled, as
such fiduciary, to vote shares held by him without a transfer of such shares into his name.
Section 4.6 Receivers and Trustees in Bankruptcy. Shares standing in the name of a
receiver or trustee in bankruptcy may be voted by such receiver or trustee in bankruptcy, and
shares held by or under the control of a receiver or trustee in bankruptcy may be
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voted by such receiver or trustee in bankruptcy without the transfer thereof into his name if
authority so to do is conferred by applicable law or is contained in an appropriate order of the
court by which such receiver or trustee in bankruptcy was appointed.
Section 4.7 Pledges. A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Board of Directors
Section 5.1 Management and Number. The property, business and affairs of the
Corporation shall be controlled and managed by a Board of Directors consisting of three members,
none of whom need be shareholders or residents of any particular state. Unless fixed by the
Articles of Incorporation, the number of directors may at any time be increased or decreased by
amendment of these Bylaws. Any changes in the number of directors effected by an amendment to these
Bylaws shall be reported to the Secretary of State within thirty (30) calendar days following such
Section 5.2 Election and Vacancies. Each director shall hold office until the next
annual meeting of shareholders or until his successor shall have been elected and qualified or
until his death, resignation or removal. Vacancies on the Board of Directors and newly created
directorships resulting from any increase in the number of directors to constitute the Board of
Directors may be filled by a majority of the directors then in office, although less than a quorum,
or by a sole remaining director, until the next election of directors by the shareholders at an