FEDERAL IDENTIFICATION
NO. 04-3061936
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Kenneth R. Rezendes, President
and Peter G. Collias, Clerk
of Weetamoe Bancorp.
(Exact name of corporation)
located at 100 Slade's Ferry Avenue, Somerset
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
1
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
December 9, 1996, by vote of:
2,047,642.022 shares of common of 2,776,921.001 shares outstanding,
(type, class & series, if any)
shares of common of shares outstanding, and
(type, class & series, if any)
shares of common of shares outstanding.
(type, class & series, if any)
being at least a majority of each type, class or series outstanding and
entitled to vote thereon.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
Note: if the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of
separate 8 1/2 x 11 sheets of paper with a left margin of at least 1
inch. Additions to more than one article may be made on a single sheet
so long as each article requiring each addition is clearly indicated.
To change the number of shares and the par value (if any) of any type, class
or series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common:
Preferred: Preferred:
Change to total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common:
Preferred: Preferred:
VOTED: To amend Article I of the Articles of Organization and Article I of
the By-laws of the corporation to change the name of the corporation
to Slade's Ferry Bancorp.
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
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: January 1, 1997.
SIGNED UNDER PENALTIES OF PERJURY, this 10th day of December, 1996.
/s/ Kenneth R. Rezendes, President
/s/ Peter G. Collias, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
=======================================
I hereby approve the within Articles of
Amendment and the filing fee in the
amount of $100.00 having been paid, said
articles are deemed to have been filed
with me this 20th day of December, 1996.
Effective date: January 1st 1997
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Law Offices of Peter G. Collias
84 North Main Street, P.O. Box 2519
Fall River, MA 02722-2519
FORM CD-72-30M-4/86-8088881
FEDERAL IDENTIFICATION
NO. 04-3061936
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF MASSACHUSETTS SECRETARY OF STATE
WILLIAM FRANCIS GALVIN, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of stockholders
adopting the amendment. The fee for filing this certificate is prescribed by
General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
---------
We, James D. Carey, Vice President, and
Peter G. Collias, Clerk of
Weetamoe Bancorp
(Name of Corporation)
located at 100 Slade's Ferry Avenue, Somerset, Massachusetts
do hereby certify that the following amendment to the articles of
organization of the corporation was duly adopted at a meeting held on March
11, 1996, by vote of
1,663,512.447 shares of common stock out of 2,754,050.182 shares outstanding,
(Class of Stock)
shares of out of shares outstanding,
(Class of Stock)
and
shares of out of shares outstanding,
(Class of Stock)
being at least a majority of each class outstanding and entitled to vote
thereon:(1)
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of
stock within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON 3,000,000 $0.01
PREFERRED
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON 5,000,000 $0.01
PREFERRED
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.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 20th day of March, in the year 1996.
/s/ James D. Carey, Vice President
/s/ Peter G. Collias, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $ having been paid, said
articles are deemed to have been filed
with me the day of , 19 .
WILLIAM FRANCIS GALVIN
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Thomas H. Tucker, Esq.
125 High Street, Suite 2601
Boston, MA 02110
Telephone (617) 951-0047
Copy Mailed
FORM CD-72-30M-4/86-8088881 received April 23 1993
FEDERAL IDENTIFICATION
NO. 04-3061936
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of stockholders
adopting the amendment. The fee for filing this certificate is prescribed by
General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
---------
We, Donald T. Corrigan, President, and
Peter G. Collias, Clerk of
Weetamoe Bancorp
(Name of Corporation)
located at 100 Slade's Ferry Avenue, Somerset, MA
do hereby certify that the following amendment to the articles of
organization of the corporation was duly adopted at a meeting held on March
8, 1993, by vote of
1,134,057.373 shares of Common Stock out of 1,554,736.258 shares outstanding,
(Class of Stock)
shares of out of shares outstanding,
(Class of Stock)
and
shares of out of shares outstanding,
(Class of Stock)
being at least a majority of each class outstanding and entitled to vote
thereon:(1)
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of
stock within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON 2,000,000 $0.01
PREFERRED
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON 3,000,000 $0.01
PREFERRED
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.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 17th day of March, in the year 1993.
/s/ Donald T. Corrigan, President
/s/ Peter G. Collias, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $1,000 having been paid, said
articles are deemed to have been filed
with me the 14th day of April, 1993.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Thomas H. Tucker, Esq.
One International Place, Suite 701
Boston, MA 02110
Telephone (617) 951-9980
Copy Mailed
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.L. Ch. 156B)
ARTICLE I
The name of the corporation is:
Weetamoe Bancorp.
ARTICLE II
The purpose of the corporation is to engage in the
following business activities:
To buy, sell, own, hold, vote or otherwise deal in and with, on its
own behalf and not as a broker, the stock, securities or shares of any bank,
trust company or other form of banking institution or any other corporation,
association, trust or firm wherever situated or otherwise act as a bank-
holding company; to directly or indirectly, whether through any subsidiary
corporation or otherwise, purchase, acquire, hold, mortgage, pledge, loan
money upon, dispose of or otherwise deal in the assets of any bank, trust
company or other form of banking institution, or any other corporation,
association, trust or firm wherever situated; and to carry on any business
permitted by the laws of the Commonwealth of Massachusetts to a corporation
organized under Chapter 156B of the General Laws.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
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: COMMON: 2,000,000 $.01
PREFERRED: PREFERRED:
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class,
if shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special
or relative rights or privileges of that class and of each other class of
which shares are outstanding and of each series then established with any
class.
N/A
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
N/A
ARTICLE VI
Other lawful provisions, if any, 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 attached continuation sheets VI-1 and VI-2.
Note: The preceding six (6) articles are considered to be permanent and may
ONLY be changed by filing appropriate Articles of Amendment.
WEETAMOE BANCORP.
ARTICLE VI
Continuation Sheet VI-1
Other lawful provisions for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution or for
limited, defining or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
A. (1) No Director or officer shall be disqualified by his office from
dealing or contracting as vendor, purchaser or otherwise, whether in his
individual capacity or through any other corporation, trust, association,
firm or joint venture in which he is interested as a stockholder, director,
trustee, partner or otherwise, with the corporation or any corporation,
trust, association, firm or joint venture in which the corporation shall be
a stockholder or otherwise interested or which shall hold stock or be
otherwise interested in the corporation, nor shall any such dealing or
contract be avoided, nor shall any Director or officer so dealing or
contracting be liable to account for any profit or benefit realized through
any such dealing or contract to the corporation or to any stockholder or
creditor thereof solely because of the fiduciary relationship established by
reason of his holding such Directorship or office. Any such interest of a
Director shall not disqualify him from being counted in determining the
existence of a quorum at any meeting nor shall any such interest disqualify
him from voting or consenting as a Director or having his vote or consent
counted in connection with any such dealing or contract.
(2) No stockholder shall be disqualified from dealing or contracting
as vendor, purchaser or otherwise, either in his individual capacity or
through any other corporation, trust, association, firm or joint venture in
which he is interested as a stockholder, director, trustee, partner or
otherwise, with the corporation or any corporation, trust, association, firm
or joint venture in which the corporation shall be a stockholder or
otherwise interested or which shall hold stock or be otherwise interested in
the corporation, nor shall any such dealing or contract be avoided, nor
shall any stockholder so dealing or contracting be liable to account for any
profit or benefit realized through any such contract or dealing to the
corporation or to any stockholder or creditor thereof by reason of such
stockholder holding stock in the corporation to any amount, nor shall any
fiduciary relationship be deemed to be established by such stockholding.
B. Meetings of the stockholders of the corporation may be held at any
place within the United States.
C. The corporation may be a partner in any business enterprise it
would have power to conduct by itself.
WEETAMOE BANCORP.
ARTICLE VI
Continuation Sheet VI-2
D. (1) There shall be three classes of directors to be known as Class
One, Class Two and Class Three respectively. The number of directors in each
class shall be fixed or determined as set forth in the by-laws but no class
shall have more than one additional director as compared to any other class.
Class One directors shall hold office until the first annual meeting and
until their respective successors are chosen and qualified; the Class Two
directors shall hold office until the second annual meeting and until their
respective successors are chosen and qualified; and the Class Three
directors shall hold office until the third annual meeting and until their
respective successors are chosen and qualified. Upon expiration of the terms
of office of the directors as classified above, their successors shall be
elected for the term of three years each and until their successors are
elected and qualified so that approximately one-third of the directors shall
be elected each year.
(2) Except for the initial directors as named in these articles of
incorporation to whom this provision shall not apply, no director shall
serve as such past attaining the age of seventy (70) years. Any director to
whom this provision applies shall submit or be deemed to have submitted his
resignation effective upon attaining his seventieth birthday. Any vacancy so
occurring in the board of directors may be filled for the remaining
unexpired term by majority vote of the remaining directors.
(3) The provisions of this Section D of Article VI may be amended only
by vote of 80% of the stock outstanding and entitled to vote thereon at a
stockholders' meeting duly called for the purpose.
WEETAMOE BANCORP.
ARTICLE VIII
Continuation Sheet VIII-1
Directors
Name Residence Post Office Address
- ---- --------- -------------------
CLASS ONE
Donald T. Corrigan 95 Captain's Way same
Somerset, MA 02726
Peter Paskowski 113 Cusick Lane same
Somerset, MA 02726
Kenneth R. Rezendes Sammy's Lane same
P.O. Box 879
Assonet, MA 02702
Charles Veloza 100 Plymouth Blvd. c/o Charlie's Oil
Westport, MA 02790 46 Oak Grove Ave.
Fall River, MA 02723
CLASS TWO
Thomas B. Almy 958 Regan Road same
Somerset, MA 02726
Peter G. Collias 254 French St. 345 N. Main St.
Fall River, MA 02720 Fall River, MA 02720
William J. Sullivan 388 New Boston Rd. 550 Locust St.
Fall River, MA 02720 Fall River, MA 02720
Edward S. Machado 125 Perron Avenue same
Somerset, MA 02726
CLASS THREE
James P. Killoran 31 Arnold Street 41 N. Main St.
Somerset, MA 02726 Fall River, MA 02720
Francis A. Macomber 27 Cypress Road same
Somerset, MA 02726
Richard J. McNally 27 River Road 454 Main St.
Westport, MA 02790 Somerset, MA 02726
Bernard T. Shuman 911 Langley Street same
Fall River, MA 02720
James D. Carey 457 Fairway Drive same
Somerset, MA 02726
WEETAMOE BANCORP.
ARTICLES OF ORGANIZATION
SIGNATURE PAGE
IN WITNESS WHEREOF and under the pains and penalties of perjury, we,
whose signatures appear below as incorporators and whose names and business
or residential addresses are clearly typed or printed beneath each signature
do hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as incorporators this 12th day of June 1989.
/s/ Donald T. Corrigan /s/ Peter Paskowski
Donald T. Corrigan Peter Paskowski
95 Captain's Way 113 Cusick Lane
Somerset, MA 02726 Somerset, MA 02726
/s/ Kenneth R. Rezendes /s/ Charles Veloza
Kenneth R. Rezendes Charles Veloza
Sammy's Lane 100 Plymouth Blvd.
P.O. Box 879 Westport, MA 02790
Assonet, MA 02702
/s/ Thomas B. Almy /s/ Peter G. Collias
Thomas B. Almy Peter G. Collias
958 Regan Road 254 French Street
Somerset, MA 02726 Fall River, MA 02720
/s/ William J. Sullivan /s/ Edward S. Machado
388 New Boston Road 125 Perron Avenue
Fall River, MA 02720 Somerset, MA 02726
/s/ James P. Killoran /s/ Francis A. Macomber
James P. Killoran Francis A. Macomber
31 Arnold Street 27 Cypress Road
Somerset, MA 02726 Somerset, MA 02726
/s/ Richard J. McNally /s/ Bernard T. Shuman
Richard J. McNally Bernard T. Shuman
27 River Road 912 Langley Street
Westport, MA 02790 Fall River, MA 02720
/s/ James D. Carey
James D. Carey
457 Fairway Drive
Somerset, MA 02726
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:
P.O. Box 390, Somerset, Massachusetts 02726.
b. The name, residence and post office address (if different) of the
directors and officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
- ---- --------- -------------------
Donald T. Corrigan 95 Captain's Way same
President: Somerset, MA 02726
James D. Carey 457 Fairway Drive same
Treasurer: Somerset, MA 02726
Peter G. Collias 254 French Street 345 North Main Street
Clerk: Fall River, MA 02720 Fall River, MA 02720
Directors:
SEE ATTACHED Continuation Sheet VIII-1
c. The fiscal year of the corporation shall end on the last day of the
month of:
December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation,
if any, is:
Peter G. Collias, 345 N. Main Street, Fall River, Massachusetts 02720
ARTICLE IX
By-laws of the corporation have been duly adopted and the president,
treasurer, clerk and directors whose names are set forth above, have been
duly elected.
IN WITNESS WHEREOF and under the pains 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 Laws, Chapter 156B and do hereby sign these Articles
of
Organization as incorporator(s) this day of 19 .
See attached signature page.
NOTE: If an already-existing corporation is acting as incorporator, type in
the exact name of the corporation, the state or other jurisdiction where it
was incorporated, the name of the person signing on behalf of said
corporation and the title he/she holds or other authority by which such
action is taken.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
=================================================
I hereby certify that, upon an examination of
these articles of organization, duly submitted to
me, it appears that the provisions of the General
Laws relative to the organization of corporations
have been complied with, and I hereby approve said
articles; and the filing gee in the amount of
$2000.00 having been paid, said articles are deemed
to have been filed with me this 13th day of June 1989.
Effective date
/s/ Michael J. Connolly
MICHAEL J. CONNOLLY
Secretary of State
FILING FEE: 1/10 of 1% of the total amount of the
authorized capital stock, but not less than $200.00.
For the purpose of filing, shares of stock with a
par value less than one dollar or no par stock shall
be deemed to have a par value of one dollar per share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
Thomas H. Tucker, Esq.
211 Congress Street
Boston, Massachusetts 02110
Telephone: (617) 542-5656