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- S-4 Registration of securities issued in business combination transactions
- 3.5 Restated Certificate of Incorporation of Advantage Health Corporation
- 3.6 Advantage Health Corporation Restated Bylaws
- 3.7 Articles of Organization of Advantage Health Development Corp.
- 3.8 Bylaws of Advantage Health Development Corp.
- 3.9 Articles of Incorporation of Advantage Health Harmarville
- 3.10 Bylaws of Advantage Health Harmarville Rehabilitation Corporation
- 3.11 Articles of Organization of Advantage Rehabilitation Clinics,inc.
- 3.12 Advantage Rehabilitation Clinics, Inc. Bylaws
- 3.13 Sixth Restated Certificate of Incorporation of Asc Network Corporation
- 3.14 Bylaws of Asc Network Corporation
- 3.15 Certificate of Incorporation of Baton Rouge Rehab, Inc.
- 3.16 Amended and Restated Bylaws of Baton Rouge Rehab, Inc.
- 3.17 Certificate of Limited Partnership of Beaumont Rehab Associates
- 3.18 First Amended & Restated Agreement of Ltd.ptrship Agmt. of Beaumont Rehab Assoc.
- 3.19 Articles of Incorporation of Chiron, Inc.
- 3.20 Restated Bylaws of Chiron, Inc.
- 3.21 Certificate of Incorporation of CMS Development and Management Company, Inc.
- 3.22 Bylaws of CMS Development and Management Company, Inc.
- 3.23 Certificate of Incorporation of CMS Jonesboro Rehabilitation, Inc.
- 3.24 Bylaws of CMS Jonesboro Rehabilitation, Inc.
- 3.25 Certificate of Incorporation of CMS Topeka Rehabilitation, Inc.
- 3.26 Bylaws of CMS Topeka Rehabilitation, Inc.
- 3.27 Certificate of Limited Partnership of Collin County Rehab Associates
- 3.28 First Amended and Restated Agreement of Limited Partnership of Collin County
- 3.29 Certificate of Incorporation of Continental Medical of Arizona, Inc.
- 3.30 Bylaws of Continental Medical of Arizona, Inc.
- 3.31 Restated Certificate of Incorporation of Continental Medical Systems, Inc.
- 3.32 Bylaws of Continental Medical Systems, Inc.
- 3.33 Certificate of Incorporation of Continental Rehabilitation Hospital of Arizona
- 3.34 Bylaws of Continental Rehabilitation Hospital of Arizona, Inc.
- 3.36 Bylaws of Diagnostic Health Corporation
- 3.37 Report of a Limited Partnership of Healthsouth Bakersfield Rehabilitation Hosp.
- 3.38 Agreement and Certificate of Limited Partnership of Healthsouth Bakersfield
- 3.39 Report of a Limited Partnership of Healthsouth Diagnostic Center of Colorado
- 3.40 Certificate and Agreement of Limited Partnership of Healthsouth Diagnostic CTR.
- 3.41 Report of a Limited Partnership of Healthsouth Diagnostic CTR. of Tennessee
- 3.42 Agreement and Cert. of LTD. Partnership of Healthsouth Diagnostic CTR. of Tenne.
- 3.43 Report of a Limited Partnership of Healthsouth Diagnostic Center of Texas
- 3.44 Agreement and Certificate of LTD. Ptship. of Healthsouth Diagnostic CTR. of TX
- 3.45 Certificate of Incorporation of Healthsouth Diagnostic Centers, Inc.
- 3.46 Bylaws of Healthsouth Diagnostic Centers, Inc.
- 3.47 Certificate of Incorporation of Healthsouth Holdings, Inc.
- 3.48 Bylaws of Healthsouth Holdings, Inc.
- 3.49 Certificate of Incorporation of Healthsouth Ltac of Sarasota, Inc.
- 3.50 Bylaws of Healthsouth Ltac of Sarasota, Inc.
- 3.51 Articles of Merger of Healthsouth Medical Center, Inc.
- 3.52 Bylaws of Healthsouth Medical Center, Inc.
- 3.53 Report of a LTD. Partnership of Healthsouth Meridian Point Rehab Hospital
- 3.54 Agreement & Certificate of LTD. Partshp. of Healthsouth Meridian Point Hospital
- 3.55 Report of a LTD. Partship of Healthsouth Northern Kentucky Rehab. Hospital
- 3.56 Agreement & Certificate of LTD. Partship of Healthsouth Northern Kentucky
- 3.57 Certificate of Incorporation of Healthsouth of Alexandra, Inc.
- 3.58 Bylaws of Healthsouth of Alexandria, Inc.
- 3.59 Certificate of Incorporation of Healthsouth of Altoona, Inc.
- 3.60 Bylaws of Healthsouth of Altoona, Inc.
- 3.61 Certificate of Incorporation of Healthsouth of Austin, Inc.
- 3.62 Bylaws of Healthsouth of Austin, Inc.
- 3.63 Certificate of Incorporation of Healthsouth of Charleston, Inc.
- 3.64 Bylaws of Healthsouth of Charleston, Inc.
- 3.65 Articles of Incorporation of Healthsouth of Dothan, Inc.
- 3.66 Bylaws of Healthsouth of Dothan, Inc.
- 3.67 Certificate of Incorporation of Healthsouth of East Tennessee, Inc.
- 3.68 Bylaws of Healthsouth of East Tennessee, Inc.
- 3.69 Certificate of Incorporation of Healthsouth of Erie, Inc.
- 3.70 Bylaws of Healthsouth of Erie, Inc.
- 3.71 Certificate of Incorporation of Healthsouth of Fort Smith, Inc.
- 3.72 Bylaws of Healthsouth of Fort Smith, Inc.
- 3.73 Report of a Limited Partnership of Healthsouth of FT. Lauderdale
- 3.74 Agreement & Certificate of LTD. Partship. of Healthsouth of FT. Lauderdale
- 3.75 Certificate of Incorporation of Healthsouth of Henderson, Inc.
- 3.76 Bylaws of Healthsouth of Henderson, Inc.
- 3.77 Certificate of Incorporation of Healthsouth of Houston, Inc.
- 3.78 Bylaws of Healthsouth Houston, Inc.
- 3.79 Report of Limited Partnership of Healthsouth of Largo LTD. Partnership
- 3.80 Agreement and Certificate of LTD. Partnership of Healthsouth of Largo
- 3.81 Certificate of Incorporation of Healthsouth of Mechanicsburg, Inc
- 3.82 Bylaws of Healthsouth of Mechanicsburg, Inc.
- 3.83 Certificate of Incorporation of Healthsouth of Midland, Inc.
- 3.84 Bylaws of Healthsouth of Midland, Inc.
- 3.85 Certificate of Incorporation of Healthsouth of Montgomery, Inc.
- 3.86 Bylaws of Healthsouth of Montgomery, Inc.
- 3.87 Bylaws of Healthsouth of New Mexico, Inc.
- 3.88 Certificate of Incorporation of Healthsouth of New Mexico, Inc.
- 3.89 Certificate of Incorporation of Healthsouth of Nittany Valley, Inc.
- 3.90 Bylaws of Healthsouth of Nittany Valley, Inc.
- 3.91 Report of Limited Partnership of Healthsouth of Ohio Limited Partnership
- 3.92 Agreement and Certificate of Limited Partnership of Healthsouth of Ohio LP
- 3.93 Certificate of Incorporation of Healthsouth of Pittsburgh, Inc.
- 3.94 Bylaws of Healthsouth of Pittsburgh, Inc.
- 3.95 Certificate of Incorporation of Healthsouth of Reading, Inc.
- 3.96 Bylaws of Healthsouth of Reading, Inc.
- 3.97 Certificate of Incorporation of Healthsouth of San Antonio, Inc.
- 3.98 Bylaws of Healthsouth of San Antonio, Inc.
- 3.99 Report of a Limited Partnership of Healthsouth of Sarasota Limited Partnership
- 3.100 Agreement and Certificate of Limited Partnership of Healthsouth of Sarasota
- 3.101 Certificate of Incorporation of Healthsouth of Sewickley, Inc.
- 3.102 Bylaws of Healthsouth of Sewickley, Inc.
- 3.103 Certificate of Incorporation of Healthsouth of South Carolina, Inc.
- 3.104 Bylaws of Healthsouth of South Carolina, Inc.
- 3.105 Certificate of Incorporation of Healthsouth of Spring Hill, Inc.
- 3.106 Bylaws of Healthsouth of Spring Hill, Inc.
- 3.107 Report of Limited Partnership of Healthsouth of Tallahassee Limited Partnership
- 3.108 Agreement and Certificate of Limited Partnership of Healthsouth of Tallahassee
- 3.109 Certificate of Incorporation of Healthsouth of Texarkana, Inc.
- 3.110 Bylaws of Healthsouth of Texarkana, Inc.
- 3.111 Articles of Incorporation of Healthsouth of Texas, Inc.
- 3.112 Bylaws of Healthsouth of Texas, Inc.
- 3.113 Certificate of Incorporation of Healthsouth of Toms River. Inc.
- 3.114 Bylaws of Healthsouth of Toms River, Inc.
- 3.115 Certificate of Incorporation of Healthsouth of Treasure Coast, Inc.
- 3.116 Bylaws of Healthsouth of Treasure Coast, Inc.
- 3.117 Certificate of Incorporation of Healthsouth of Utah, Inc.
- 3.118 Bylaws of Healthsouth of Utah, Inc.
- 3.119 Certificate of Incorporation of Healthsouth of York, Inc.
- 3.120 Bylaws of Healthsouth of York, Inc.
- 3.121 Certificate of Incorporation of Healthsouth of Yuma, Inc.
- 3.122 Bylaws of Healthsouth of Yuma, Inc.
- 3.123 Certificate of Incorporation of Healthsouth Properties Corporation
- 3.124 Bylaws of Healthsouth Properties Corporation
- 3.125 Certificate of Incorporation of Healthsouth Real Property Holding Corporation
- 3.126 Bylaws of Healthsouth Real Property Holding Corporation
- 3.127 Report of a Limited Partnership of Healthsouth Rehab CTR of New Hampshire, LTD.
- 3.128 Agreement and Certificate of LP of Healthsouth Rehab CTR. of New Hampshire, LTD.
- 3.129 Articles of Incorporation of Healthsouth Rehabilitation Center, Inc.
- 3.130 Bylaws of Healthsouth Rehabilitation Center, Inc.
- 3.131 Report of a Limited Partnership of Healthsouth Rehab Hospital of Arlington LP
- 3.132 Agreement and Certificate of LP of Healthsouth Rehab Hospital of Arlington LP
- 3.133 Certificate of Incorporation of Healthsouth Rehabilitation Hospital of Odessa
- 3.134 Bylaws of Healthsouth of Rehabilitation Hospital of Odessa, Inc.
- 3.135 Articles of Organization of Healthsouth Rehabilitation Institute of Tucson
- 3.136 Amended and Restated Limited Liability Company Agreement of Healthsouth
- 3.137 Certificate of Incorporation of Healthsouth S.c.of Portland, Inc.
- 3.138 Restated Bylaws of Healthsouth S.c.of Portland, Inc.
- 3.139 Certificate of Incorporation of Healthsouth S.c.of Scottdale-bell Road, Inc.
- 3.140 Bylaws of Healthsouth S.C. of Scottsdale-bell Road, Inc.
- 3.141 Articles of Incorporation of Healthsouth Specialty Hospital, Inc.
- 3.142 Bylaws of Healthsouth Specialty Hospital, Inc.
- 3.143 Certificate of Incorporation of Healthsouth Sub-acute Center of Mechanicsburg
- 3.144 Bylaws of Healthsouth Sub-acute Center of Mechanicsburg, Inc.
- 3.145 Certificate of Incorporation of Healthsouth Surgery Center of Fairfield, Inc.
- 3.146 Bylaws of Healthsouth Surgery Center of Fairfeild, Inc.
- 3.147 Certificate of Incorporation of Healthsouth Surgery Centers-west, Inc.
- 3.148 Bylaws of Healthsouth Surgery Centers-west, Inc.
- 3.149 Certificate of Incorporation of Healthsouth Surgical Center of Tuscaloosa, Inc
- 3.150 Bylaws of Healthsouth Surgical Center of Tuscaloosa, Inc.
- 3.151 Report of a Limited Partnership of Healthsouth Valley of the Sun Rehab Hospital
- 3.152 Agreement and Certificate of LP of Healthsouth Valley of the Sun Rehab Hospital
- 3.153 Charter of HSC of Beaumont, Inc.
- 3.154 Bylaws of HSC of Beaumont, Inc.
- 3.155 Articles of Incorporation of HVPG of California. Inc.
- 3.156 Bylaws of HVPG of California, Inc.
- 3.157 Articles of Incorporation of Lakeland Physicians Medical Building, Inc.
- 3.158 Bylaws of Lakeland Physicians Medical Building, Inc.
- 3.159 Certificate of Incorporation of Lakeshore System Services of Flordia, Inc.
- 3.160 Bylaws of Lakeshore System Services of Flordia, Inc.
- 3.161 Certificate of Assumed Name of Lakeview Rehabilitation Group Partners
- 3.162 Partnership Agreement of Lakeview Rehabilitation Group Partners
- 3.163 Articles of Incorporation of Little Rock-sc, Inc.
- 3.164 Bylaws of Little Rock-sc, Inc.
- 3.165 Restated Certificate of Incorporation of National Imaging Affiliates, Inc.
- 3.166 Amended and Restated Bylaws of National Imaging Affiliates, Inc.
- 3.167 Restated Certificate of Incorporation of National Surgery Centers, Inc.
- 3.168 Bylaws of National Surgery Centers, Inc.
- 3.169 Articles of Incorporation of Neuro Imaging Institute, Inc.
- 3.170 Bylaws of Neuro Imaging Institute, Inc.
- 3.171 Certificate of Organization of New England Rehabilitation Hospital, Inc.
- 3.172 Bylaws of New England Rehabilitation Hospital, Inc.
- 3.173 Articles of Incorporation of New England Rehabilitation Management Co., Inc.
- 3.174 Bylaws of New England Rehabilitation Management Co., Inc.
- 3.175 Articles of Incorporation of North Louisiana Rehabilitation Center, Inc.
- 3.176 Bylaws of North Louisiana Rehabilitation Center, Inc.
- 3.179 Certificate of Incorporation of NSC Connecticut, Inc.
- 3.180 Bylaws of NSC Connecticut, Inc.
- 3.181 Articles of Incorporatin of NSC Houston, Inc.
- 3.182 Bylaws of NSC Houston, Inc.
- 3.183 Certificate of Incorporation of NSC Seattle, Inc.
- 3.184 Bylaws of NSC Seattle, Inc.
- 3.186 Bylaws of Pacific Rehabilitation & Sports Medicine, Inc.
- 3.188 Bylaws of Rebound, Inc.
- 3.190 Restated Bylaws of Rehab Concepts Corp.
- 3.191 Restated Certificate of Incorporation of Rehab. Hospital Corp.of Americia, Inc.
- 3.192 Bylaws of Rehabilitation Hospital Corporation of Americia, Inc.
- 3.193 Certificate of Incorporation of the Rehabilitation Hospital of Colorado Springs
- 3.194 Bylaws of the Rehabilitation Hospital of Colorado Springs, Inc.
- 3.196 Restated Bylaws of Rehabilitation Hospital of Nevada-lasvegas, Inc.
- 3.197 Certificate of Limited Partnership of Rehabilitation Hospital of Nevada-lasvegas
- 3.198 Agreement of Limited Partnership of Rehab Hospital of Nevada-lasvegas, L..P.
- 3.199 Articles of Incorporation of Rehabilitation Hospital of Plano, Inc.
- 3.200 Bylaws of Rehabilitation Hospital of Plano, Inc.
- 3.201 Articles of Organization of Rehab Institute of Western Massachusetts, Inc.
- 3.202 Restated Bylaws of Rehabilitation Institute of Western Massachusetts, Inc.
- 3.203 Articles of Organization of Sarasota Ltac Properties, LLC
- 3.205 Certificate of Incorporation of Sca-roseland, Inc.
- 3.206 Bylaws of Sca-roseland, Inc.
- 3.207 Charter of Sca-dalton, Inc.
- 3.208 Bylaws of Sca-dalton, Inc.
- 3.209 Charter of Sca-shelby Development Corp.
- 3.210 Bylaws of Sca-shelby Development Corp.
- 3.211 Certificate of Incorporation of Selectrehab, Inc.
- 3.212 Amended and Restated Bylaws of Selectrehab, Inc.
- 3.213 Certificate of Incorporation of Sherwood Rehabilitation Hospital, Inc.
- 3.214 Bylaws of Sherwood Rehabilitation Hospital, Inc.
- 3.215 Articles of Incorporation of Southeast Texas Rehabilitation Hospital, Inc.
- 3.216 Bylaws of Southeast Texas Rehabilitation Hospital, Inc.
- 3.217 Certificate of Limited Partnership of Southern Arizona Regional Rehab Hospital
- 3.218 Agreement of LTD. Partnership of Southern Arizona Regional Rehab Hospital, L.P.
- 3.219 Certificate of Incorporation of Surgery Center Holding Corporatin
- 3.220 Bylaws of Surgery Center Holding Corporation
- 3.221 Restated Certificate of Incorporation of Surgical Care Affiliates, Inc.
- 3.222 Bylaws of Surgical Care Affiliates, Inc.
- 3.223 Restated Certificate of Incorporation of Surgical Health Corporation
- 3.224 Bylaws of Surgical Health Corporation
- 3.225 Certificate of Incorporation of Surgicare of Huntsville, Inc.
- 3.226 Bylaws of Surgicare of Huntsville, Inc.
- 3.227 Articles of Incorporation of Surgicare of Laguna Hills, Inc.
- 3.228 Bylaws of Surgicare of Laguna Hills, Inc.
- 3.229 Articles of Incorporation of Tarrant County Rehabilitation Hospital, Inc.
- 3.230 Bylaws of Tarrant County Rehabilitation Hospital, Inc
- 3.231 Certificate of Limited Partnership of Terre Haunte
- 3.232 Agreement of Limited Partnership of Terre Haute Regional Rehab Hospital, L.P.
- 3.233 Certificate of Incorporation of Terre Haute Rehab Hospital, Inc.
- 3.234 Bylaws of Terre Haute Rehabilitation, Inc.
- 3.235 Articles of Incorporation of Tyler Rehabililitation Hospital, Inc.
- 3.236 Bylaws of Tyler Rehabilitation Hospital, Inc.
- 3.237 Certificate of Limited Partnership of Western Medical Rehab Associates, L.P.
- 3.239 Certificate of Incorporation of Western Neuro Care, Inc.
- 3.240 Bylaws of Western Neuro Care, Inc.
- 23.1 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility of the Bank of Nova Scotia Trust
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others
- 99.3 Form of Letter to Clients
- COVER Cover
Exhibit 3.7
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(Under G.I. Ch. 1568)
ARTICLE I
The name of the corporation is:
Advantage Health Development Corp.
ARTICLE II
The purpose of the corporation is to engage in the following business activities:
To acquire, manage, develop, own, hold, rent, lease, encumber, improve, exchange, buy and sell real property, collect rents and engage in the general real estate business; to acquire, develop, own and/or operate for investment purposes business of all types and description; to participate as a general or limited partner in partnerships formed for any such purposes.
To provide financial and other services relating to the acquisition, development, ownership and management of business of all types, including, without limitation, syndication, mortgage brokering, mortgage financing, consulting, and brokering of businesses and other types of properties.
To do all things necessary, suitable or proper for the accomplishment of any of the purposes or powers herein set forth, and to do every other act or thing incidental or appurtenant to, or growing out of or connected with the purposes herein stated.
To engage in any other lawful act or activity, whether related or unrelated to the business described above, which may be lawfully carried on by a cooperation organized under Chapter 156B of the General Laws of the Commonwealth of Massachusetts.
ARTICLE III
The type and classes of stock and the total number of shares and par value, if any, of each type and class of stock which the corporation is authorized to issue is as follows:
WITHOUT PAR VALUE STOCKS | WITH PAR VALUE STOCKS | |||||||
TYPE | NUMBER OF SHARES | TYPE | NUMBER OF SHARES | PAR VALUE | ||||
COMMON: | 15,000 | COMMON: | NONE | |||||
PREFERRED: | NONE | PREFERRED: | NONE |
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ARTICLE IV
If more than one type, claims or series is authorized, a description of each with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to such type and share thereof and any series now established.
N/A
ARTICLE V
The restrictions, if any, bypassed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:
Any stockholder, including the heirs, assigns, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him or them, shall first offer it to the corporation through the Board of Directors, in the manner following: He shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain the price at which he is willing to sell or transfer and the name of one arbitrator. The directors shall within thirty days thereafter, either accept the offer, or by notice to him in writing name a second arbitrator, and these two shall name a third. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator. After the acceptance of the offer, or the report of the arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right to so purchase, the owner of the stock shall be at liberty to dispel of the same in any manner as he may see fit. No shares of stock shall be sold or transferred on the books of the corporation until these provisions have been complied with, but the Board of Directors may in any particular instance, waive the foregoing requirement.
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: (If there are no provisions state “None”.)
See Continuation Sheet— Article VI attached hereto and incorporated herein by this reference.
Note: The preceding six (6) articles are considered to be permanent and may ONLY be changed by filing appropriate Articles of ??.
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February 9, 1988
Michael J. Connolly, Secretary
Commonwealth of Massachusetts
One Ashburton Place
Boston, Massachusetts 02108
Re: | Advantage Health Development Corp. |
Dear Mr. Secretary:
Please be informed that the undersigned, being a duly elected Vice-President of Advantage Health Corporation (formerly The Edward LeRoux Group, Inc.), a Massachusetts corporation, hereby acknowledges the consent of said Corporation, to the use of a name similar to said corporate name by a corporation to be formed under the provisions of Chapter 156B of the Massachusetts General Laws, whose Articles of Organization are attached hereto.
Very truly yours, | ||
Advantage Health Corporation | ||
By: |
| |
Robert E. Spencer | ||
Vice-President |
3
February 9, 1988
Michael J. Connolly, Secretary
Commonwealth of Massachusetts
One Ashburton Place
Boston, Massachusetts 02108
Re: | Advantage Health Development Corp. |
Dear Mr. Secretary:
Please be informed that the undersigned, being a duly elected Vice-President of Advantage Health Management Corp., a Massachusetts corporation, hereby acknowledges the consent of said Corporation, to the use of a name similar to said corporate name by a corporation to be formed under the provisions of Chapter 156B of the Massachusetts General Laws, whose Articles of Organization are attach hereto.
Very truly yours, | ||
Advantage Health Corporation | ||
By: |
| |
Robert E. Spencer | ||
Vice-President |
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CONTINUATION SHEET –ARTICLE VI
(a) Meetings of the stockholders of this corporation shall be held within the Commonwealth of Massachusetts or elsewhere in the United States, as the Directors shall determine.
(b) The Board of Directors of this corporation may alter, amend or repeal its By-Laws in whole or in part except with respect to any provision thereof which by law or the By-Laws of the Corporation require action by the stockholders of the Corporation.
(c) No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability;provided,however, that the foregoing shall not eliminate or limit the liability of a director to the extent it may be imposed by law: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 of Chapter l56B, or (iv) for any transaction from which the director derived an improper personal benefit.
(d) The Corporation may serve as a general partner or limited partner of any Partnership which it would have power to conduct by itself.
ARTICLE VII
The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the Articles of Organization and may be changed ONLY by filing the appropriate form provided therefor.
ARTICLE VIII
a. The post office address of the corporation IN MASSACHUSETTS is:
304 Cambridge Road, Woburn, Massachusetts 01801
b. The name, residence and post office address (if different) of the directory and officers of the corporation are as follows:
NAME | RESIDENCE | POST OFFICE ADDRESS | ||||
President | Raymond J. Dunn, III | 169 Whitcomb Avenue, Littleton, MA 01460 |
5
Treasurer | Robert E. Spencer | 31 Clark Hill Drive, N. Easton, MA 02356 | ||||
Chair | Michael P. Curran | 36 Christine Terrace, S. Weymouth, MA 02190 | ||||
Directors | Raymond J. Dunn, III | 169 Whitcomb Avenue, Littleton, MA 01460 | ||||
Robert E. Spencer | 31 Clark Hill Drive, N. Easton, MA 02356 | |||||
Edward G. LaRoux, Jr. | 2501 Partridge Dr., Lake Eloise, Winter Haven, FL 33882 | |||||
Michael F. Curran | 36 Christine Terrace, S. Weymouth, MA 02190 |
c. The fiscal year (i.e. tax year) of the corporation shall end on the last day of the month of:
August 31st.
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if any, is:
N/A
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose statutes are set forth above, have been duly elected.
IN WITNESS WHEREOF and under the points and penalties of perjury, I/WE, whose signature(s) appear below as incorporator(s) and whose names and business or residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Law Chapter 156th and do hereby sign these Articles of Organization so incorporated this 9th day of February, 1988
Lawrence Litwak, 9 Solomon Pierce Road, Lexington, Massachusetts 02420
6