[EXHIBIT 3a TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
FEDERAL IDENTIFICATION
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-1558100
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 164 Section 8C
This Certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the restated articles of organization. The
fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
_________
We, Eugene P. Hart, President, and Carol E. Elden, Clerk of
Colonial Gas Company
(Name of Corporation)
located at 40 Market Street, Lowell, Massachusetts 01852
do hereby certify that the following restatement of the articles
of organization of the corporation was duly adopted at a meeting
held on April 19, 1989, by vote of the directors.
1. The name by which the corporation shall be known is:
Colonial Gas Company
2. The purposes for which the corporation is formed are as follows:
To carry on the business of a "gas company" as that term
is defined in Massachusetts General Laws, Chapter 164, Section 1.
To manufacture, produce, process, distribute, use, own,
hold, store, sell, supply, furnish, transport, transmit or
otherwise dispose of gas (including, without limitation,
manufacture, natural or by-product gas), oil, chemicals of any
kind or quality, any related products of any of them and the by-
products and the residual products of any of them.
To sell, furnish, distribute, supply and in any manner to
use energy, light, heat and power by gas, oil, steam, water or
other means.
To explore, develop, produce, acquire, buy, sell and
generally deal in oil or gas producing properties, wherever
situated.
To engage in the sale, rental and installation of gas and
other appliances and to engage in gas fitting and installation
work.
To carry on any business, operation or activity which it
would have power to conduct itself as a joint venture or partner
of, or under any other arrangement with, any other corporation,
association, trust, firm or individual.
To carry on any business, operation or activity through a
wholly or partly owned subsidiary.
To carry on or perform any manufacturing, mercantile,
selling, management, service or other business, operation or
activity which may be lawfully carried on under Massachusetts
General Laws, Chapters 156B and 164, provided that no such
service, activity or business shall be prohibited by Chapter 164
or any other applicable provision of the Massachusetts General
Laws.
3. The total number of shares and the par value, if any,
of each class of stock which the corporation is
authorized to issue is as follows:
With Par Value
Class of Stock * Number of Par Value
Shares
Class A Preferred Stock 547,559 $25.00
Class B Preferred Stock 370,000 $ 1.00
Common Stock 15,000,000 $ 3.33
* Number of shares and par value of each authorized Class
reflects Articles of Amendment effective July 16, 1992.
4. If more than one class is authorized, a description of
each of the different classes of stock with, if any, the
preferences, voting powers, qualifications, special or
relative rights or privileges as to each class thereof
and any series now established:
PREFERENCE, VOTING POWERS, QUALIFICATIONS AND SPECIAL OR
RELATIVE RIGHTS AND PRIVILEGES OF THE SEVERAL CLASSES OF CAPITAL
STOCK OF COLONIAL GAS COMPANY.
Preferred Stock
1. The Class A Preferred Stock, $25.00 par value, and the
Class B Preferred Stock, $1.00 par value, may from time to time
be divided into and issued in series. The different series of
each such class shall be established and designated, and the
variations in the relative rights and preferences as between the
different series shall be fixed and determined by the Board of
Directors as hereinafter provided. In all other respects all
shares of Class A Preferred Stock shall be identical and all
shares of Class B Preferred Stock shall be identical.
2. The Board of Directors is hereby expressly authorized,
subject to the provisions of these articles, to establish series
of Class A Preferred Stock and Class B Preferred Stock,
respectively, and, with respect to each series of each such
class, to fix and determine by vote providing for the issue of
such series.
(a) The distinctive designation of such series and the
number of shares which shall constitute such series, which
number may be increased (except where otherwise provided by
the Board of Directors is creating such series) or decreased
(but not below the number of shares then outstanding) from
time to time by the Board of Directors;
(b) The dividend rate or rates and preferences, if any,
to which the shares of such series shall be entitled, the
times at and conditions upon which dividends shall be paid,
any limitations, restrictions or conditions on the payment of
dividends, and whether dividends shall be cumulative and, if
cumulative, the terms upon and dates from which such dividends
shall be cumulative, which dates may differ for shares of any
one series issued at different times;
(c) Whether or not the shares of such series shall be
redeemable, and, if redeemable, the redemption prices which
the shares of such series shall be entitled to receive and
the terms and manner of redemption;
(d) The preferences, if any, and the amounts which the
shares of such series shall be entitled to receive and all
other special or relative rights of the shares of such
series, upon any voluntary or involuntary liquidation,
dissolution or winding up of, or upon and distribution of the
assets of, the corporation;
(e) The obligation, if any, of the corporation to
maintain a purchase, retirement or sinking fund for shares of
such series and the provisions with respect thereto;
(f) The terms, if any, upon which the shares of such
series shall be convertible into, or exchangeable for, shares
of any other class or classes or of any other series of the
same or any other class or classes of stock of the
corporation, including the price or prices or the rate or
rates of conversion or exchange and the terms of adjustments,
if any;
(g) The terms and conditions of the voting rights, if
any, of the holders of the shares of such series, including
the conditions under which the shares of such series shall
vote as a separate class; and
(h) Such other designating preferences, powers,
qualifications and special or relative rights or privileges of
such series to the full extent now or hereafter permitted by
the laws of the Commonwealth of Massachusetts.
3. The holders of any series of Class A Preferred Stock or
Class B Preferred Stock shall be entitled to receive such
dividends, upon such terms and with such preferences over the
Common Stock and any junior series of Class A or Class B
Preferred Stock as the Board of Directors may fix and determine
in accordance with this Article.
4. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the corporation, the
holders of the shares of any series of Class A Preferred Stock or
Class B Preferred Stock then outstanding shall be entitled to
receive out of the net assets of the corporation, but only in
accordance with the preferences, if any, provided for such
series, before any distribution or payment shall be made to the
holders of the Common Stock and any junior series of Class A or
Class B Preferred Stock, the amount per share fixed and
determined by the Board of Directors in accordance with this
Article upon such terms as the Board may so determine.
5. The shares of Class A Preferred Stock and Class B
Preferred Stock shall have no voting power or voting rights with
respect to any matter whatsoever, except as may be otherwise
required by law or may be provided by the Board of Directors in
accordance with this Article.
Common Stock
Except otherwise provided by law and subject only to the
rights and preferences conferred upon the holders of the Class A
Preferred Stock, the Class B Preferred Stock and of any class of
capital stock hereafter authorized senior to the Common Stock,
the holders of the Common Stock shall have and may exercise
exclusively all the rights of stockholders of the Company.
No stockholder shall have any preemptive right to acquire
stock of the Company.
Notice of any increase in the capital stock of the Company
shall be given only to such stockholders as are entitled to
subscribe therefor.
5. The restrictions, if any, imposed by the
articles of organization upon the transfer of shares of
stock of any class are as follows:
NONE
6. Other lawful provisions, if any, for the conduct and
regulation of the 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:
Amendment of By-Laws
The By-laws may provide that the directors may make, amend
or repeal the By-laws in whole or in part, except with respect to
any provision thereof which by law, these articles of
organization or the By-laws requires action by the stockholders.
Power To Be A Partner
The corporation may carry on any business, operation or
activity which it would have power to conduct itself as a joint
venturer or partner of, or under any arrangement with, any other
corporation, association, trust, firm or individual.
Limitation of Certain Liabilities of Directors
No director shall be personally liable to the corporation or
its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director notwithstanding any provision
of law imposing such liability, except that, to the extent
provided by applicable law, this provision shall not eliminate or
limit the liability of a director (i) for 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 the Massachusetts Business
Corporation Law or any amendatory or successor provisions thereto
or (iv) for any transaction from which the director derived an
improper personal benefit. This provision shall not eliminate or
limit the liability of a director for any act or omission
occurring prior to the date upon which this provision became
effective, and no amendment or repeal of this provision shall
deprive a director of the benefits hereof with respect to any act
or omission occurring prior to such amendment or repeal.
CLASSIFICATION OF DIRECTORS
The number of the members of the board of directors shall be
determined in the manner provided in the by-laws of the
corporation. The board of directors shall be divided into three
classes as nearly equal in number as may be: Class I, Class II
and Class III. The number of directors in each class shall be
the whole number contained in the quotient arrived at by dividing
the authorized number of directors by three and, if a fraction is
also contained in such quotient, then if such fraction is one-
third the extra director shall be a member of Class III and if
the fraction is two-thirds one of the directors shall be a member
of Class III and the other shall be a member of Class II. Each
director shall serve for a term ending at the third annual
meeting following the annual meeting at which such director was
elected; provided, however, that the directors first elected to
Class I shall serve for a term ending at the annual meeting next
ensuing, the directors first elected to Class II shall serve for
a term ending at the second annual meeting following the meeting
at which such directors were first elected and the directors
first elected to Class III shall serve a full term as hereinabove
provided. The foregoing notwithstanding, each director shall
serve until his successor shall have been duly elected and
qualified, unless he shall die, retire, resign, become
disqualified or disabled or shall otherwise be removed.
For purposes of the preceding paragraph, reference to the
first election of directors shall signify the first election of
directors following the election of directors at the annual
meeting or special meeting in lieu of the annual meeting of
stockholders at which this provision is adopted or, if not so
adopted, the annual meeting or special meeting in lieu of the
annual meeting next following the adoption of this provision. At
each annual election held thereafter, the directors chosen to
succeed those whose terms then expire shall be identified as
being of the same class as the directors they succeed. If for
any reason the number of directors in the various classes shall
not conform with the formula set forth in the preceding
paragraph, the board of directors may redesignate any director
into a different class in order that the balance of directors in
such classes shall conform thereto.
Newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the board
of directors resulting from death, retirement, resignation,
disability, removal or other cause shall be filled by a majority
vote of the directors then in office, and directors so chosen
shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the class to which they have
been elected expires.
This provision cannot be amended, altered or repealed
without the approval of the holders of at least eighty percent of
the shares of all classes of stock of the corporation entitled to
vote for the election of directors, considered for purposes of
this provision as a single class.
This provision is subject to the rights of holders of the
Preferred Stock, the Convertible Preferred Stock and any other
class or series of preferred stock which may be created to elect
members of the board of directors of the corporation pursuant to
the provisions of these Restated Articles of Organization
applicable to each such class or series of preferred stock.
CERTAIN BUSINESS COMBINATIONS
(i) Except as set forth in part (ii) of this provision, the
affirmative vote or consent of the holders of at least eighty
percent of the shares of all classes of stock of the corporation
entitled to vote for the election of directors, considered for
purposes of this provision as one class, shall be required; (a)
for the adoption of any agreement for the merger or consolidation
of the corporation with or into any Other Corporation (as
hereinafter defined), (b) to authorize any sale, lease, exchange,
mortgage, pledge or other disposition of all, or substantially
all, of the assets of the corporation to any Other Corporation,
(c) to authorize the issuance or transfer by the corporation of
any Substantial Amount (as hereinafter defined) of securities of
the corporation in exchange for the securities or assets of any
Other Corporation or (d) to engage in any other transaction the
effect of which is to combine the assets and business of the
corporation with any Other Corporation. Such affirmative vote or
consent shall be in addition to whatever vote or consent of the
holders of the stock of the corporation may otherwise be required
by law, the Restated Articles of Organization of the corporation
or any agreement or contract to which the corporation shall be a
party.
(ii) The provisions of part (i) of this provision shall not
be applicable to any transaction described therein if such
transaction is approved by a resolution of the board of directors
of the corporation, provided that the directors voting in favor
of such resolution include a majority of the persons who were
duly elected and acting members of the board of directors prior
to the time any such Other Corporation became a Beneficial Owner
(as hereinafter defined) of ten percent or more of the shares of
stock of the corporation entitled to vote for the election of
directors. In considering such transaction, the board of
directors shall give due consideration to all relevant factors,
including without limitation the social and economic effect on
the employees, customers, suppliers and other constituents of the
corporation and on the communities in which the corporation and
its subsidiaries operate or are located.
(iii) the board of directors shall have the power and duty
to determine for the purposes of this provision, on the basis of
information known to such board, if and when any Other
Corporation is the Beneficial Owner of ten percent or more of the
outstanding shares of stock of the corporation entitled to vote
for the election of directors. Any such determination, if made
in good faith, shall be conclusive and binding for all purposes
of this provision.
(iv) As used in this provision, the following terms shall
have the meanings indicated:
"Other Corporation" means any person, firm, corporation
or other entity, other than a Subsidiary of the corporation,
which is the Beneficial Owner of ten percent or more of the
shares of stock of the corporation entitled to vote for the
election of directors.
"Subsidiary" means any corporation in which the
corporation owns, directly or indirectly, more than fifty
percent of the voting securites.
"Substantial Amount" means any securities of the
corporation having a then fair market value of more than
$500,000.
An Other Corporation (as defined above) shall be deemed to
be the "Beneficial Owner" of stock if such Other Corporation or
any "affiliate" or "associate" of such Other Corporation (as
those terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934 (15 U.S.C. 78a-78jj as amended
from time to time), directly or indirectly, controls the voting
of such stock or has any options, warrants, conversion or other
rights to acquire such stock.
(v) This provision cannot be amended, altered or repealed
without the approval of the holders of at least eighty percent of
the shares of all classes of stock of the corporation entitled to
vote for the election of directors, considered for the purposes
of this provision as a single class.
We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization
of the corporation as heretofore amended, except amendments to
the following articles None**
**The foregoing restated articles of organization have been
adopted to reflect the elimination of the Class A Common Stock
and its conversion into Common Stock in accordance with the terms
of the Class A Common Stock and, accordingly, effect no
amendments to the articles of organization. In accordance with
the terms of the Class A Common Stock and agreements among the
Company and the holders of the Class A Common Stock implementing
such terms, the Restrictions on Dividends Appplicable to the
Class A Common Stock terminated as of January 1, 1989 and each
share of Class A Common Stock was converted into and became a
share of Common Stock.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 19th day of April in the year 1989.
Eugene P. Hart, President
Carol E. Elden, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 164, Section 8c)
I hereby approve the within
restated articles of
organization and, the filing
fee in the amount of $200.00
having been paid, said
articles are deemed to have
been filed with me this 20th
day of April, 1989.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
Telephone:
Copy Mailed
[END OF RESTATED ARTICLES OF ORGANIZATION FORM]
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
FEDERAL IDENTIFICATION
NO. 04-1558100
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
-----------
We, Nickolas Stavropoulos, Vice President and Carol E. Elden,
Clerk of
Colonial Gas Company
(Name of Corporation)
located at 40 Market Street, Lowell, MA 01853
do hereby certify that at a meeting of the directors of the
corporation held on November 9, 1993, the following vote establishing
and designating a series of a class of stock and determining the
relative rights and preferences thereof was duly adopted.
VOTED, that pursuant to the authority vested in the Board of
Directors of this Company by Article Four of its Restated
Articles of Organization, a series of Class A Preferred Stock of
the Company be and it hereby is created, and the designations,
powers, preferences and rights of the shares of such series, and
the qualifications, limitations or restrictions thereof are as
follows:
1. Authorized Amount and Designation. The shares of such
series shall be designated as "Series A-1 Junior Participating
Preferred Stock" (the "Junior Preferred Stock"). The number of
shares constituting such series shall be 100,000 shares and the
par value shall be $25.00 per share. Such number of shares may
be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of
shares of Junior Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Junior Preferred Stock.
2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the
holders of any shares of any series of Class A or Class B
(collectively, the "Preferred Stock") ranking prior and superior
to the Junior Preferred Stock with respect to dividends, the
holders of shares of Junior Preferred Stock, in preference to the
holders of Common Stock of the Company (the "Common Stock"), and
of any other junior stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on
the first day of March, June, September and December in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a
share of Junior Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends,
and 100 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Junior Preferred Stock.
In the event the Company shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of
Junior Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) The Company shall declare a dividend or distribution
on the Junior Preferred Stock as provided in paragraph (A) of
this Section 2 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Junior Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Junior
Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares
of Junior Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may
fix a record date for the determination of holders of shares of
Junior Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment
thereof.
3. Voting Rights. The holders of shares of Junior
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter
set forth, each share of Junior Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the Company. In the event the Company shall
at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Junior
Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in the Restated
Articles of Organization, in any other Resolution of the Board of
Directors of the Company creating a series of Preferred Stock, or
by law, the holders of shares of Junior Preferred Stock and the
holders of shares of Common Stock and any other capital stock of
the Company having general voting rights shall vote together as
one class on all matters submitted to a vote of stockholders of
the Company.
(C) Except as set forth herein or as otherwise provided
by law, holders of Junior Preferred Stock shall have no voting
rights.
4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Junior Preferred Stock outstanding shall have been paid
in full, the Company shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to
the Junior Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, except dividends paid ratably on
the Junior Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Junior Preferred Stock, provided that the Company may at any time
redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of any stock of the Company ranking
junior (either as to dividends or upon dissolution, liquidation
or winding up) to the Junior Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for
consideration any shares of Junior Preferred Stock, or any shares
of stock ranking on a parity with the Junior Preferred Stock,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(B) The Company shall not permit any subsidiary of the
Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under
paragraph (A) of this section 4 purchase or otherwise acquire
such shares at such time and in such manner.
5. Reacquired Shares. Any shares of Junior Preferred Stock
purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Class A
Preferred Stock and may be reissued as part of a new series of
Class A Preferred Stock, subject to the conditions and
restrictions on issuance set forth herein, in the Restated
Articles of Organization, in any other Resolution of the Board of
Directors of the Company creating a series of Preferred Stock, or
as otherwise required by law.
6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Company, no
distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Junior Preferred Stock unless,
prior thereto, the holders of shares of Junior Preferred Stock
shall have received $100.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, provided that the
holders of shares of Junior Preferred Stock shall be entitled to
receive, to the extent greater than the foregoing, an aggregate
amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of shares of Common Stock, or
(2) to the holders of shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, except distributions made ratably
on the Junior Preferred Stock and all other such parity stock in
proportion of the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding
up. In the event the Company shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the aggregate amount to which holders of
shares of Junior Preferred Stock were entitled immediately prior
to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
7. Consolidation, Merger, etc. In case the Company shall
enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for
or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Junior Preferred
Stock shall at the same time be similarly exchanged or changed
into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Company
shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Junior Preferred Stock shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
8. Redemption. The shares of Junior Preferred Stock shall
not be redeemable.
9. Rank. The Junior Preferred Stock shall rank junior with
respect to the payment of dividends and the distribution of
assets to all series of the Company's Preferred Stock that
specifically provide that they shall rank prior to the Junior
Preferred Stock. Nothing herein shall preclude the Board from
creating any series of Preferred Stock ranking on a parity with
or prior to the Junior Preferred Stock as to the payment of
dividends or the distribution of assets.
10. Amendment. The Restated Articles of Organization of
the Company shall not be amended in any manner which would
materially alter or change the powers, preferences or special
rights of the Junior Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding Junior Preferred Stock, voting
together as a single series.
11. Fractional Shares. The Junior Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of the Junior
Preferred Stock.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 23rd day of November in the year
1993.
Nickolas Stavropoulos, Vice President
Carole E. Elden, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
Certificate of Vote of Directors Establishing
A Series of a Class of Stock
(General laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the
filing fee in the amount of $________
having been paid, said certificate is hereby filed
this _________ day of ___________, 19___.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO:
Telephone
Copy Mailed
[END OF EXHIBIT 3a TO COLONIAL GAS COMPANY
FORM 10-K FOR TERM ENDING 12/31/93]