Exhibit 3.15
State of Maine.
CERTIFICATE OF ORGANIZATION OF A CORPORATION
UNDER THE GENERAL LAW.
The undersigned, officers of a corporation organized at Portland Maine at a meeting of the signers of the articles of agreement therefor, duly called and held at the office of William L. Putnam in the City of Portland Maine on Saturday the thirtieth day of August A.D. 1890 and continued by adjournment to Saturday September 27th A.D. 1890, hereby certify as follows:
The name of said corporation is Rumford Falls Power Company.
The purposes of said corporation are to carry on the business of manufacturing by water, steam, electrical or other power at or near Rumford Falls in the State of Maine constructing dams, booms, piers, mill sites, canals and other appliances & improvements incidental to the use of the water at said falls, laying out village and town improvements in the neighborhood of said Rumford Falls in connection with the foregoing, and as incident thereto, erecting mills, houses and other buildings & hiring or leasing mills houses or other buildings & power developed by water steam electricity or other motor supplying the locality at & about Rumford Falls with light and water & the development of the water power at said Rumford Falls.
The amount of capital stock is Five hundred thousand (500000) dollars.
The amount of capital stock already paid in is Two hundred & fifty thousand dollars.
The par value of the shares is One hundred (100) dollars.
The names and residences of the owners of said shares are as follows:
NAMES. | | RESIDENCE. | | NO. OF SHARES | |
| | | | | |
George A. Fletcher | | Detroit, Mich | | 490 Shs. | |
Don M. Dickenson | | Detroit, Mich | | 10 Shs. | |
Hugh J.Chisholm | | Portland, Maine | | 990 Shs. | |
A. A. Burbank | | Boston, Mass | | 10 Shs. | |
Charles D. Brown | | Boston, Mass | | 1000 Shs. | |
The balance of the stock amounting to twenty five hundred shares is at present unissued.
Said corporation is located at Rumford in the County of Oxford.
The number of directors is Five and their names are George A. Fletcher, Don M. Dickenson, A. A. Burbank, Charles D. Brown and Hugh J. Chisholm.
The undersigned George A. Fletcher is president; the undersigned, Hugh J. Chisholm is treasurer; and the undersigned, George A. Fletcher, Hugh J. Chisholm and Charles D. Brown are a majority of the directors of said corporation.
Witness our hands this twenty seventh day of September A. D. 1890.
Geo. A. Fletcher President.
Hugh J. Chisholm Treasurer.
Geo. A. Fletcher | | |
Hugh J. Chisholm | | Majority |
Charles D. Brown | | of |
| | Directors. |
| | |
| | |
Cumberland as September 27 A. D. 1890.
Then personally appeared George A. Fletcher, Hugh J. Chisholm and Charles D. Brown and severally made oath to the foregoing certificate, that the same is true.
Before me,
David W. Snow Justice of the Peace.
STATE OF MAINE
Attorney General’s Office September 30th A. D. 1890.
I hereby certify that I have examined the foregoing certificate, and the same is properly drawn and signed, and is conformable to the constitution and laws of the State.
Charles E. Littlefield Attorney General.
COPY.
(Name of Corporation.)
Rumford Falls Power Company
Oxford ss. |
|
Registry of Deeds. |
|
Received October 2nd 1890
at 4 h. - m. PM.
Recorded in Vol. 224 Pages 184, 185 & 186.
ATTEST:
John F. Stanley Register.
A true copy of record.
ATTEST:
| /s/ John F. Stanley | , Register. |
State of Maine.
OFFICE OF SECRETARY OF STATE.
Augusta, Oct. 6 1890.
Received and filed this day.
| ATTEST: | /s/ S. J. Chadbourne | |
| | Deputy Secretary of State. | |
Recorded Vol. 15 Page 361
Notice is hereby given that the number of Directors of the Rumford Falls Power Company was on the 19th day of May, 1893, increased from five to seven.
Portland, Me., May 29th, 1893.
Hon. Nicholas Fessenden, |
| Secretary of State, |
| Augusta, Maine. |
| | |
Rumford Falls Power Co.
Increase in Number of Directors
STATE OF MAINE.
OFFICE OF SECRETARY OF STATE
Augusta May 29 1893
Received and filed this day.
| ATTEST: | |
| | |
| /s/ S. J. Chadbourne | |
| Deputy Secretary of State | |
Recorded Vol. 131/2 Page 219
I, R. C. Bradford, of Portland, County of Cumberland and State of Maine, Clerk of the Rumford Falls Power Company, hereby certify that at a meeting of the stockholders of said corporation duly called and held July 11, 1900, at which a quorum was present, it was unanimously voted, more than a majority of the capital stock issued and outstanding voting in the affirmative, to change the number of Directors, so that the Board shall consist of not less than five nor more than seven.
Portland, Maine, July 20th, 1900.
| /s/ R. C. Bradford | |
| Clerk of the
Rumford Falls Power Company |
Rumford Falls Power Co.
Number of Directors Changed
STATE OF MAINE.
OFFICE OF SECRETARY OF STATE
Augusta July 21 1900
Received and filed this day.
| ATTEST: | |
| | |
| /s/ [ILLEGIBLE] | |
| Secretary of State | |
Recorded Vol. 2 Page 34
I, R. C. Bradford of Portland, County of Cumberland and State of Maine, Clerk of the Rumford Falls Power Company, hereby certify that at a meeting of the stockholders of said Company, duly called and held at said Portland on Saturday, the second day of July, 1904, more than a majority of the capital stock issued and outstanding voting in the affirmative, the following vote was passed:
“VOTED: That the capital stock of this corporation, at present amounting to five thousand (5000) shares of the par value of one hundred (100) dollars each, be increased by adding thereto three thousand (3000) shares of the par value of one hundred (100) dollars each, so that the capital stock as this increased shall be eight thousand (8000) shares of the par value of one hundred (100) dollars each.”
Dated at Portland, Maine, this 2nd day of July, 1904.
STATE OF MAINE.
CUMBERLAND, SS.
Portland, July 16th, 1904.
Personally appeared R. C. Bradford and made oath that the foregoing statement by him subscribed is true.
| Before me, |
[SEAL] | |
| | /s/ [ILLEGIBLE] |
| | Notary Public |
RUMFORD FALLS POWER CO.
CAPITAL STOCK INCREASED.
STATE OF MAINE.
OFFICE OF SECRETARY OF STATE.
Augusta, July 15 1904
Received and filed this day.
| ATTEST: | /s/ [ILLEGIBLE] | |
| | Deputy Secretary of State. | |
Recorded Vol. 4 Page 176
I, R. C. Bradford of Portland, County of Cumberland and State of Maine, Clerk of the Rumford Falls Power Company, hereby certify that at a meeting of the stockholders of said Company, duly called and held at said Portland on Monday, the tenth day of June, 1907, more than a majority of the capital stock issued and outstanding voting in the affirmative, the following vote was passed:-
“VOTED: That the capital stock of this company at present authorized, issued and outstanding, amounting to eight thousand (8,000) shares of the par value of one hundred (100) dollars each, be increased by adding thereto two thousand (2,000) shares of one hundred (100) dollars each, so that the capital stock as then increased shall be ten thousand (10,000) shares of one hundred (100) dollars each, amounting to the total sum of one million (1,000,000) dollars.”
Dated at Portland, Maine, this tenth day of June, 1907.
| /s/ R. C. Bradford | |
| Clerk. |
| | |
| | |
STATE OF MAINE. | |
CUMBERLAND, SS. | Portland, Maine, June 20th, 1907. |
| | | |
Personally appeared R. C. Bradford and made oath that the foregoing statement by him subscribed is true.
Before me,
| /s/ Henry S. Bryant | |
| Justice of the Peace. |
Rumford Falls Power Company.
Capital Stock Increased.
STATE OF MAINE.
OFFICE OF SECRETARY OF STATE.
Augusta June 10, 1907
Received and filed this day.
ATTEST:
| /s/ [ILLEGIBLE] | |
| Deputy Secretary of State. | |
Recorded Vol. 6 Page 118
15 - 361
Portland, Maine, October 10, 1934.
I, Wadleigh B. Drummond, Clerk of the RUMFORD FALLS POWER COMPANY, hereby certify that at a Special Meeting of the Stockholders of said Company, duly called for the purpose and held in Portland, Maine, on September 26, 1934, by a vote representing all of the capital stock issued and outstanding, the Stockholders of said Company changed its By-Laws so that the number of its Directors shall be not less than three nor more than seven.
| RUMFORD FALLS POWER COMPANY |
| |
| By | /s/ Wadleigh B. Drummond | |
| | Clerk. |
| | | | |
Rumford Falls Power Company
Change in Directors
15 -- 361
STATE OF MAINE
Office of Secretary of State
Augusta, Oct. 12, 1934
Received and filed this day.
ATTEST:
Deputy SECRETARY OF STATE.
Recorded Vol. 2/Page /75.
Filing Fee $2.00 | | | | This Space For Use By |
| | STATE OF MAINE | | Secretary of State |
For Use By The | | | | | |
Secretary of State | | | NOTIFICATION BY CLERK OF | | MAINE |
| | CHANGE IN REGISTERED | | SECRETARY OF STATE |
File No. | 15 - 361 | | | OFFICE | | FILED |
| | | | |
Fee Paid | $5.00 | | | | | January 20, 1975 |
| | | | |
C. B. | 75C1002 | | | | | /s/ Doris Hayes |
| | | | AGENT |
Date | 1-23-25 | | | | | |
| | | | | | | | | |
Pursuant to 13-A MRSA §304(6), the undersigned clerk for one or more domestic corporations gives notice of the following change of business address which is the registered office of each corporation listed:
FIRST: Name of clerk* | Daniel T. Drummod, Jr. |
| |
SECOND: Address of former registered Office | 465 Congress Street |
| |
Portland, Maine 04111 | |
(street, city, state and zip code) |
|
THIRD: Address of new registered office | 900 Maine Savings Plaza |
| |
Portland, Maine 04101 | |
| | | |
(street, city, state and zip code)
FOURTH: Notice of the above change in registered office has been sent to each of the following corporations by the undersigned as clerk of each:
RUMFORD FALLS POWER COMPANY
| Dated: | January 20, 1975 | | /s/ Daniel T. Drummond, Jr. | |
| | (signature) | |
| | |
| | Daniel T. Drummond, Jr., Clerk | |
| | (type or print name) | |
*The clerk of a domestic corporation must be a person resident in Maine. The business address of the clerk and the registered office must be indentical.
FORM NO. MBCA-3B
Filing Fee $5.00 § 304 (3&5) | | | | This Space For Use By | |
| | | | Secretary of State | |
| For Use By The | | | | | | |
| Secretary of State | | | | | | |
| | | | | |
File No. | 15-361 | | | STATE OF MAINE | | MAINE | |
| | | | SECRETARY OF STATE | |
Fee Paid | $5.00 | | | CHANGE OF CLERK or | | FILED | |
| | REGISTERED OFFICE or BOTH | | | |
C. B. | 77C272 | | | OF | | September 13, 1976 | |
| | | | | |
Date | 9-16-76 | | | RUMFORD FALLS POWER COMPANY | | /s/ Doris Hayes | |
| | | | Doris Hayes | |
| | | | | |
| | | | /s/ Doris Hayes | |
| | | | Agent | |
| | | | | | | | | | | | | | |
Pursuant to 13-A MRSA § 304 the undersigned corporation advises you of the following changes(s):
FIRST: The name and business address of its present clerk are | Mr. Daniel P. Drummond, Jr., |
900 Maine Savings Plaza, Portland, Maine 04101 |
(street, city, state and zip code) |
| |
SECOND: The name and business address of its successor clerk* are | Robert B. Williamson, Jr. |
Two Canal Plaza, Portland, Maine 04112 |
(street, city, state and zip code) |
|
THIRD: Upon a change in clerk this must be completed: |
|
o Such change was authorized by the board of directors and the power to make such change is not reserved to the shareholders by the articles or the bylaws. |
|
ý Such change was authorized by the shareholders. (Complete the following) |
|
| | | |
I certify that I have custody of the minutes showing the above action by the shareholders.
| | /s/ J. E. Clute | |
| | J. E. Clute | |
| Date: | August 4, 1976 | | | |
| | | RUMFORD FALLS POWER COMPANY | |
| | | (name of corporation) | |
| | | | |
| | By | /s/ K. Peter Norrie | |
| | Legibly print or type name | | K. Peter Norrie, Vice President | |
| | and capacity of all signers | (type or print name and capacity) | |
| | 13-A MRSA §104 | | |
| | By | /s/ J. P. Borgwardt | |
| [SEAL] | J. P. Borgwardt, Assistant Secret. | |
| | (type or print name and capacity) | |
| | | | | | | | |
* The clerk of a domestic corporation must be a person resident in Maine. The business address of the clerk and the registered office must be identical.
** The name of the corporation should be typed, and the document must be signed by (1) the Clerk or (2) by the President or a vice-president and by the Secretary or an assistant secretary or such other officer as the bylaws may designate as a second certifying officer or (3) if there are no such officers, then by a majority of the directors or by such directors as may be designated by a majority of directors then in office or (4) if there are no such directors, then by the holders, or such of them as may be designated by the holders of record of majority of all outstanding shares entitled to vote thereon or (5) by the holders of all of the outstanding shares of the corporation.
FORM NO. MBCA-3
