EXHIBIT 3.57
The Commonwealth of Massachusetts
Office of the Massachusetts Secretary of State
Michael Joseph Connolly, Secretary
One Ashburton Place, Boston, Mass. 02108
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
Incorporators
NAME POST OFFICE ADDRESS
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Include given name in full in case of natural persons; in case of a corporation,
give state of incorporation.
William C. Sawyer 15 Spring Hill Road
Concord, MA 01742
The above-named incorporator(s) do hereby associate (themselves) with the
intention of forming a corporation under the provisions of General Laws, Chapter
156B and hereby state(s):
1. The name by which the corporation shall be known is:
Gradient Corporation
2. The purpose for which the corporation is formed is as follows:
To provide environmental and management consulting and analytical services.
To provide, deliver, assemble, manufacture, purchase, sell, pledge or
otherwise deal in or dispose of any and all kinds of services, property, real
and personal, tangible and intangible, anywhere in the world.
To engage generally in any business which may lawfully be carried on by a
corporation under Chapter 156B of the General Laws of Massachusetts, anywhere in
the world.
*3. The name, number and par value, if any, of each class of stock which the
corporation is authorized to issue are as follows.
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WITHOUT PAR VALUE WITH PAR VALUE
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CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
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Preferred
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Common 300,000 $.10 $30,000
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*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:
None
*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 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.
See 2A attached.
-2A-
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:
(a) Meetings of the stockholders may be held anywhere within the United
States.
(b) No contract or other transaction of this corporation with any other
person, corporation, association or partnership shall be affected or
invalidated by the fact that (i) this corporation is a stockholder in
such other corporation, association or partnership, or (ii) any one or
more of the officers or directors of this corporation, association or
partnership or (iii) any officer or director of this corporation,
individually or jointly with others, is a party to or is interested in
such contract or transaction. Any director of this corporation may be
counted in determining the existence of a quorum at any meeting of the
board of directors for the purpose of authorizing or ratifying any
such contract or transaction, and may vote thereon, with like force
and effect as if he were not so interested or were not an officer,
director or partner of such other corporation, association or
partnership.
(c) The by-laws of the corporation may provide that the directors may,
subject to the requirements of law, 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 stockholders.
7. The by-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk whose names are set out below
have been duly elected.
8. The effective date of organization of the corporation shall be the date of
filing with the Secretary of the Commonwealth or if later date is desired,
specify date (not more than 30 days after the date of filing.)
9. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
corporation of Massachusetts is:
101 Avalon Road, Newton, MA 02168
b. The name, residence, and post office address of each of the
initial directors and following officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Brian L. Murphy 101 Avalon Road Same
Newton, MA 02158
Treasurer: Neil Shigrin 59 Rice Road Same
Wayland, MA 01778
Clerk/Secretary: Neil Shigrin 59 Rice Road Same
Wayland, MA 01778
Clerk/Assistant Secretary: William 15 Spring Hill Road Same
C. Sawyer Concord, MA 01742
Directors: Brian L. Murphy 101 Avalon Road Same
Newton, MA 02158
Neil Shigrin 59 Rice Road Same
Wayland, MA 01778
c. The date initially adopted on which the corporation's fiscal year ends
is:
September 30th
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is:
Third Tuesday in November
e. The name and business address of the resident agent, if any, of the
corporation is:
IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 13th day of March, 1985.
/s/ William C. Sayer
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____________________________________________________________________
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The signature of each incorporator which is not a natural person must be an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles of Organization.
The Commonwealth of Massachusetts
Office of the Massachusetts Secretary of State
Michael Joseph Connolly, Secretary
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
FEDERAL IDENTIFICATION
NO. 04-2857447
I, Jean P. Gosselin, President and Clerk of
Gradient corporation
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(EXACT Name of Corporation)
located on: 44 Brattle Street, Cambridge, Massachusetts
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(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3 and 4
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(increasing shares of authorized stock and establishing 2 classes of stock)
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of the Articles of Organization were duly adopted at a meeting of the
stockholders held on June 25, 1993, by vote of:
220,000 shares of common stock out of 220,000 shares outstanding,
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_______ shares of __________ out of _________ shares outstanding, and
_______ shares of __________ out of _________ shares outstanding.
[CROSS OUT INAPPLICABLE CLAUSE]
being at least two-thirds of each type, class or series outstanding and entitled
to vote thereon and of each type, class or series of stock whose rights are
adversely affected thereby:
_______________________________________________
The total presently authorized as:
WITHOUT PAR VALUE STOCKS
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TYPE NUMBER OF SHARES
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COMMON None
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PREFERRED None
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WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES PAR VALUE
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COMMON 300,000 $.10
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PREFERRED None
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CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS
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TYPE NUMBER OF SHARES
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COMMON None
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PREFERRED None
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WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES PAR VALUE
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COMMON
Class A Voting 275,000 $.10
Class B Nonvoting 125,000 $.10
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PREFERRED None
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The provisions in Article 4 of the Articles of Organization are hereby amended
to read as follows:
"4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the presences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:
Except as specifically required by law, shares of Class B Nonvoting common stock
shall not entitle the holder thereof to any vote whatsoever, and the holders of
such shares shall not be entitled to notice of, or participate in, the meetings
of the stockholders of the corporation. Except as otherwise required by law,
all voting rights shall be vested exclusively in the outstanding shares of Class
A Voting common stock, and each share shall entitle the holder thereof to one
(1) vote per share. Subject to the foregoing, shares of Class A Voting common
stock and Class B Nonvoting common stock shall have the same preferences,
qualifications, rights and privileges."
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date. LATER EFFECTIVE DATE:
____________________
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 25th day of June, in the year 1993.
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/s/ Jean P. Gosselin President and Clerk
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Jean P. Gosselin
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