WEBSTER PARISH LANDFILL, L.L.C. LIMITED LIABILITY COMPANY AGREEMENT
Exhibit 3.1008
WEBSTER
PARISH LANDFILL, L.L.C.
THIS
LIMITED LIABILITY COMPANY AGREEMENT is entered into as of December 18, 1998 by Waste
Management of Louisiana, L.L.C. (the “Member”).
1. Defined Terms. Unless the context requires otherwise, the defined terms used in this
Agreement shall have the following meanings:
“LLCL” shall mean the Delaware Limited Liability Company Act, as the same may be amended from
time to time.
“Membership Interest” shall mean the Member’s aggregate rights in the Company including,
without limitation, the Member’s share of the profits and losses of the Company, the right to
receive distributions from the Company and the right to vote or participate in management of the
Company.
2. Character of Business. The Company was formed for the purpose of engaging in any lawful
business, except any business in Delaware for which a statute other than the LLCL specifically
requires some other business entity or natural person to be formed or used for such business.
3. Principal Place of Business. The principal place of business of the Company shall be at
0000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000.
4. Fiscal Year. The Company’s fiscal year shall be the calendar year.
5. Management of the Company. The business and affairs of the Company shall be managed by the
Member.
6. Capital Contributions. The Member shall make a contribution to the initial capital of the
Company in cash, property, services rendered or promissory notes or other obligations to contribute
cash or property or to perform services.
7. Limited Liability of the Member. The liability of the Member shall be limited to its
capital contributions and the Member shall not be liable for any debt, obligation or liability of
the Company.
8. Cash Distributions. The Company may distribute, at such times as determined by the Member,
such cash funds as are not necessary for the conduct of the Company’s business.
9. Binding Effect. This Agreement shall be binding upon the Member’s heirs, personal
representatives, successors and assigns.
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10. Applicable Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of Delaware without giving effect to its
conflict of laws or choice of law
provisions.
11. Nature of Interest of Member. The interest of the Member in the Company is personal property.
The Member has no interest in specific property of the Company.
12. Creditors. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditors of the Company.
13. Effective Date. This Agreement shall be effective upon the formation of the Company which
shall be the date the certificate of formation is filed with the Secretary of State of the State of
Delaware.
IN
WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written,
| WASTE MANAGEMENT OF LOUISIANA, L.L.C. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx, Vice President | ||||
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