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SECOND AMENDED AND RESTATED BYLAWS
 OF
 WCA WASTE CORPORATION




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SECOND AMENDED AND RESTATED BYLAWS
 OF
 WCA WASTE CORPORATION
 TABLE OF CONTENTS
 Article I
Offices and Records1.1
    
    Registered Office and Agent
    
    
    11.2
    
    Other Offices
    
    
    11.3
    
    Books and Records
    
    
    1Article II
Meetings of Stockholders2.1
    
    Annual Meetings
    
    
    12.2
    
    Special Meetings
    
    
    12.3
    
    Place of Meetings
    
    
    22.4
    
    Notice of Meetings.
    
    
    22.5
    
    Voting List
    
    
    32.6
    
    Quorum and Adjournment
    
    
    32.7
    
    Adjourned Meetings
    
    
    32.8
    
    Voting
    
    
    42.9
    
    Proxies
    
    
    52.10
    
    Record Date
    
    
    52.11
    
    Conduct of Meetings; Agenda
    
    
    62.12
    
    Inspectors of Election; Opening and Closing of Polls
    
    
    62.13
    
    Procedures for Bringing Business before Annual Meetings
    
    
    72.14
    
    Action without Meeting
    
    
    82.15
    
    Special Meetings of Stockholders
    
    
    9Article III
Board of Directors  Powers, Number, Nominations,
Resignations, Removal, Vacancies and Compensation3.1
    
    Management
    
    
    93.2
    
    Number and Qualification
    
    
    93.3
    
    Election; Term of Office
    
    
    93.4
    
    Nominations
    
    
    93.5
    
    Resignations
    
    
    123.6
    
    Removal
    
    
    123.7
    
    Vacancies
    
    
    123.8
    
    Subject to Rights of Holders of Preferred Stock
    
    
    133.9
    
    Compensation
    
    
    13




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Article IV
Board of Directors  Meetings and Actions4.1
    
    Place of Meetings
    
    
    134.2
    
    Regular Meetings
    
    
    134.3
    
    Special Meetings
    
    
    144.4
    
    Quorum; Voting
    
    
    144.5
    
    Conduct of Meetings
    
    
    144.6
    
    Action without Meeting
    
    
    144.7
    
    Telephonic Meetings
    
    
    15Article V
Committees of the Board of Directors5.1
    
    Executive Committee
    
    
    155.2
    
    Other Committees
    
    
    155.3
    
    Term
    
    
    155.4
    
    Committee Changes; Removal
    
    
    165.5
    
    Alternate Members
    
    
    165.6
    
    Rules and Procedures
    
    
    165.7
    
    Action without Meeting
    
    
    175.8
    
    Telephonic Meetings
    
    
    175.9
    
    Resignations
    
    
    175.10
    
    Limitations on Authority
    
    
    17Article VI
Officers6.1
    
    Number; Titles; Qualification; Term of Office
    
    
    176.2
    
    Election
    
    
    186.3
    
    Removal
    
    
    186.4
    
    Resignations
    
    
    186.5
    
    Vacancies
    
    
    186.6
    
    Salaries
    
    
    186.7
    
    Chairman of the Board
    
    
    186.8
    
    Chief Executive Officer
    
    
    186.9
    
    President
    
    
    196.10
    
    Vice Presidents
    
    
    196.11
    
    Treasurer
    
    
    196.12
    
    Assistant Treasurers
    
    
    206.13
    
    Secretary
    
    
    206.14
    
    Assistant Secretaries
    
    
    20Article VII
Stock7.1
    
    Certificates
    
    
    207.2
    
    Signatures on Certificates
    
    
    207.3
    
    Legends
    
    
    207.4
    
    Lost, Stolen or Destroyed Certificates
    
    
    21
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7.5
    
    Transfers of Shares
    
    
    217.6
    
    Registered Stockholders
    
    
    217.7
    
    Regulations
    
    
    217.8
    
    Stock Options, Warrants, etc.
    
    
    22Article VIII
Indemnification8.1
    
    Third Party Actions
    
    
    228.2
    
    Actions By or in the Right of the Corporation
    
    
    238.3
    
    Expenses
    
    
    248.4
    
    Non-exclusivity
    
    
    248.5
    
    Enforceability
    
    
    248.6
    
    Insurance
    
    
    248.7
    
    Survival
    
    
    248.8
    
    Amendment
    
    
    258.9
    
    Definitions
    
    
    25Article IX
Notices and Waivers9.1
    
    Methods of Giving Notices
    
    
    259.2
    
    Waiver of Notice
    
    
    26Article X
Miscellaneous Provisions10.1
    
    Dividends
    
    
    2610.2
    
    Reserves
    
    
    2610.3
    
    Checks
    
    
    2610.4
    
    Corporate Contracts and Instruments
    
    
    2610.5
    
    Attestation
    
    
    2610.6
    
    Securities of Other Corporations
    
    
    2710.7
    
    Fiscal Year
    
    
    2710.8
    
    Seal
    
    
    2710.9
    
    Invalid Provisions
    
    
    2710.10
    
    Headings
    
    
    2710.11
    
    References/Gender/Number
    
    
    2710.12
    
    Amendments
    
    
    27




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SECOND AMENDED AND RESTATED BYLAWS
OF
WCA WASTE CORPORATION
 PREAMBLE
 Bylaws DGCL Corporation Certificate of Incorporation
 ARTICLE I
OFFICES AND RECORDS
 1.1 Registered Office and Agent
 1.2 Other Offices Board of
Directors
 1.3 Books and Records
 ARTICLE II
MEETINGS OF STOCKHOLDERS
 2.1 Annual Meetings Stockholders Article III
 2.2 Special Meetings




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2.3 Place of Meetings
 2.4 Notice of Meetings.
 Section 2.4 provided however
   2




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2.5 Voting List Section 2.5
 2.6 Quorum and Adjournment Voting
Stock
 2.7 Adjourned Meetings provided however
 3




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2.8 Voting
       4




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2.9 Proxies
    2.10 Record Date provided however
 2.11 Conduct of Meetings; Agenda
 provided however
 5




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provided however
  2.12 Inspectors of Election; Opening and Closing of Polls
  provided however
   6




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2.13 Procedures for Bringing Business before Annual Meetings
 Section 2.13 provided however Section 2.13
 Section 2.13 Section 2.13 provided however
  7




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Section
2.13
  Exchange Act
 Section 2.13
 Section 3.3
 2.14 Action without Meeting
 2.15 Special Meetings of Stockholders
 8




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ARTICLE III
BOARD OF DIRECTORS  POWERS, NUMBER, NOMINATIONS,
RESIGNATIONS, REMOVAL, VACANCIES AND COMPENSATION
 3.1 Management
 3.2 Number and Qualification
 3.3 Election; Term of Office
    3.4 Nominations
 Section
3.4
 Section 3.4 Section 3.4
 9




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provided however provided however th th th
   10




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Section 3.4
 Section 3.4 Section
3.4
 11




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Section 3.4 Section 3.4
 3.5 Resignations
 3.6 Removal
 3.7 Vacancies
  provided however
 12




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3.8 Subject to Rights of Holders of Preferred Stock Article III Article III
 3.9 Compensation
 ARTICLE IV
BOARD OF DIRECTORS  MEETINGS AND ACTIONS
 4.1 Place of Meetings
 4.2 Regular Meetings
 4.3 Special Meetings
 13




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Section 10.12
 4.4 Quorum; Voting
 provided, however
  4.5 Conduct of Meetings
 4.6 Action without Meeting
 4.7 Telephonic Meetings
 14




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ARTICLE V
COMMITTEES OF THE BOARD OF DIRECTORS
 5.1 Executive Committee
 Section
5.10
  5.2 Other Committees Section 5.10
 5.3 Term
 5.4 Committee Changes; Removal provided however
 5.5 Alternate Members
 15




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5.6 Rules and Procedures
 provided however
  Section 5.6(b)
   5.7 Action without Meeting
 5.8 Telephonic Meetings
 16




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5.9 Resignations
 5.10 Limitations on Authority
 ARTICLE VI
OFFICERS
 6.1 Number; Titles; Qualification; Term of Office
   6.2 Election
 6.3 Removal provided however
 17




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6.4 Resignations
 6.5 Vacancies
 6.6 Salaries
 6.7 Chairman of the Board Section 6.7
 6.8 Chief Executive Officer
  Section 6.8
 18




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6.9 President
  Section 6.9
 6.10 Vice Presidents Section 6.10
 6.11 Treasurer
 6.12 Assistant Treasurers Section 6.12
 6.13 Secretary
  19




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6.14 Assistant Secretaries Section 6.14
 ARTICLE VII
STOCK
 7.1 Certificates
 7.2 Signatures on Certificates
 7.3 Legends
 20




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7.4 Lost, Stolen or Destroyed Certificates
 7.5 Transfers of Shares
  7.6 Registered Stockholders
 7.7 Regulations
 21




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7.8 Stock Options, Warrants, Etc.
 ARTICLE VIII
INDEMNIFICATION
 8.1 Third Party Actions
 22




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Section 8.1
 8.2 Actions By or in the Right of the Corporation provided however
 8.3 Expenses Article VIII Article VIII
 8.4 Non-exclusivity Article VIII Article VIII
 23




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8.5 Enforceability Article VIII Article VIII Article VIII
 8.6 Insurance Article VIII
 8.7 Survival Article VIII Article VIII
 8.8 Amendment Article VIII Article VIII
 8.9 Definitions Article VIII
 24




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Article VIII
 ARTICLE IX
NOTICES AND WAIVERS
 9.1 Methods of Giving Notices
 9.2 Waiver of Notice
 ARTICLE X
MISCELLANEOUS PROVISIONS
 10.1 Dividends
 25




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10.2 Reserves
 10.3 Checks
 10.4 Corporate Contracts and Instruments
 10.5 Attestation
 10.6 Securities of Other Corporations
 10.7 Fiscal Year
 10.8 Seal
 10.9 Invalid Provisions
 26




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10.10 Headings
 10.11 References/Gender/Number
 10.12 Amendments provided however Section 8.8
 27