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EXHIBIT 3.5
STATE OF VERMONT
Secretary of State
State House, Montpelier, Vermont
ARTICLES OF MERGER
(Pursuant to V.S.A. Title 11, Section 1955)
MAPLE PRODUCTS, INC., a corporation duly organized and existing under the
laws of the State of Vermont and having its principal place of business at St.
Johnsbury, Vermont, hereby files the following Articles of Merger with respect
to the merger of Maple Products, Inc. and MAPLE GROVE, INC., a corporation duly
organized and existing under the laws of the State of Vermont and having its
principal place of business at St. Johnsbury, Vermont, as the constituent
corporations into Maple Products, Inc., one of the constituent corporations
which shall be the surviving corporation.
ARTICLE ONE
The Plan of Merger is attached hereto and incorporated herein as Exhibit
"A" to these Articles of Merger.
ARTICLE TWO
As to each corporation the number of outstanding shares of each class
of shares entitled to vote are:
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<Caption>
Shares Shares Entitled
Corporation Outstanding to Vote Class
- ----------- ----------- --------------- -----
Maple Products, Inc. 100 100 Common
Maple Grove, Inc. 100 100 Common
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ARTICLE THREE
The Plan of Merger was mailed to the sole shareholder of Maple Grove,
Inc. on April 27, 1976, and said sole shareholder has waived the 30 day waiting
period required by V.S.A. Title
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11, Section 1955(d), which Waiver is attached hereto and incorporated herein as
Exhibit "B" to these Articles of Merger.
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If the Secretary of State finds that these Articles conform to law and that
all fees required by Chapter 17 of the Vermont Statutes Annotated have been
paid, request is made that:
(1) These Articles be endorsed as "Filed" on April 30, 1976;
(2) These Articles be filed in the Office of the Secretary of State; and
(3) The Secretary of State issue a Certificate of Merger effecting the
merger described herein as of the close of business on said April 30, 1976.
IN WITNESS WHEREOF the undersigned Maple Products, Inc. has caused these
Articles of Merger to be executed by its President and by its Secretary and to
be duly verified by the said Secretary this 28th day of April, 1976.
MAPLE PRODUCTS, INC.
By: /s/ William F. Callahan
---------------------------
William F. Callahan, III
its President
and
(Seal) By: /s/ Richard P. Callahan
---------------------------
Richard P. Callahan
its Secretary
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Commonwealth of Massachusetts )
) ss.
County of Suffolk )
I, Richard P. Callahan, a Notary Public, do hereby certify that on the 28th
day of April, 1976, personally appeared before me, William F. Callahan, III, to
me known, and who declares that he is and is known by me to be the President of
Maple Products, Inc., the corporation executing the foregoing document, and
being first duly sworn, acknowledged that he signed the foregoing Articles of
Merger in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
/s/ Richard P. Callahan
-----------------------
Richard P. Callahan
Notary Public
My commission expires: 6/28/78
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ARTICLES OF ASSOCIATION
The name of the corporation shall be MAPLE PRODUCTS, INC.
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The initial registered agent shall be STEPHEN R. ASTLE
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with registered office at 167 PORTLAND STREET, ST. JOHNSBURY,
VERMONT 05819
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The period of duration shall be (if perpetual so state) PERPETUAL
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This corporation is organized for the purpose of
HERE SET OUT PURPOSES
CLEARLY AND BRIEFLY, USING To engage in the manufacture, sale and
SEPARATE PARAGRAPHS TO COVER distribution of maple sugar and syrup products of
EACH SEPARATE PURPOSE. all types, both at retail and at wholesale.
To carry on any other business or effect
any other object not repugnant to the laws of the
State of Vermont, and to do everything necessary,
proper, advisable or convenient for the
accomplishment of such other business or to
effect such other object. The Corporation shall
have and may exercise all of the power specified
in the Vermont Business Corporation Act, as from
time to time in force and effect.
The internal affairs of the Corporation
shall be conducted in accordance with the
provisions of the By-laws of the Corporation, as
adopted and as amended from time to time by the
Board of Directors of the Corporation, and in
accordance with the Vermont Business Corporation
Act, as from time to time in force and effect.
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The aggregate number of shares the corporation shall have authority to issue
is _____________ shares, preferred, with a par value of (if no par value, so
state) 5,000 shares, common, with a par value of (if no par value, so
state) _______________
IF PREFERRED SHARES ARE PROVIDED
FOR, STATE HERE BRIEFLY THE TERMS OF
PREFERENCE.
IF SHARES ARE TO BE DIVIDED INTO
CLASSES OR SERIES, STATE HERE THE
DESIGNATIONS, PREFERENCES,
LIMITATIONS, AND RELATIVE RIGHTS OF
EACH CLASS OR SERIES.
The initial board of directors shall have 3 members (must be at least 3) with
the following serving as directors until their successors be elected and
qualify:
NAME POST OFFICE ADDRESSES
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WILLIAM F. CALLAHAN, III 433 EAST 56TH STREET, NEW YORK, NY 10022
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ARTHUR S. LAUNDON 10 BUTLERS ISLAND ROAD, TOKENEKE, DARION, CT 06820
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STEPHEN R. ASTLE 8 MAPLE STREET, LYNDONVILLE, VT 05851
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Dated at ST. JOHNSBURY, in the County of at CALEDONIA this 14TH day of MAY,
1975.
INCORPORATORS POST OFFICE ADDRESS
9 PROSPECT STREET, ST. JOHNSBURY, VT 05819
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John L. Primmer
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Names must be PRINTED OR TYPED UNDER ALL SIGNATURES, NO. 101 ACTS OF 1965
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STATE OF VERMONT
OFFICE OF SECRETARY OF STATE
ARTICLES OF AMENDMENT
of
MAPLE GROVE, INC.
a corporation organized and existing under the laws of the State of Vermont with
its registered office at 167 PORTLAND STREET, ST. JOHNSBURY, VT called a meeting
of the shareholders on the 12TH day of FEBRUARY, 1985 to amend its Articles of
Association as follows:
(If additional space is needed, use the reverse side)
TO CHANGE THE CORPORATION'S NAME FROM MAPLE GROVE, INC. TO MAPLE GROVE
FARMS OF VERMONT, INC.
At the time of the meeting there were 100 shares outstanding and 100 entitled to
vote (if the shares of any class are entitled to vote as a class, designate
below the class and number of outstanding shares).
The number of shares voting for and against the amendment were (if the shares of
any class are entitled to vote as a class, designate below the class and number
of outstanding shares). 100 For
________________________________________________________________________________
Date: FEBRUARY 12, 1985
/s/ Willam F. Callahan, III
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President
William F. Callahan, III
/s/ Susan M. Callahan
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Secretary
Susan M. Callahan