EXHIBIT 3.2.4
The Commonwealth of Massachusetts
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I
The name of the corporation is:
[ ]
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
A. To acquire, develop, construct, own, sell, operate, manage, supervise or
otherwise deal with health care related real properties including but not
limited to nursing homes, extended care facilities, assisted living
facilities, retirement centers, psychiatric, substance abuse and other
specialty hospitals and medical office buildings or facilities; to acquire,
own, manage, sell and otherwise deal with one or more entities which
acquire, develop, construct, own, sell, operate, manage, supervise and
otherwise deal with health care related real properties; to be a general or
limited partner in any business enterprise which the corporation would have
the power to conduct by itself; to originate, process, service, co-insure
and otherwise deal with mortgage loans; to acquire, own, manage, sell or
otherwise deal with one or more entities which originate, process, service,
co-insure or otherwise deal with mortgage loans; to acquire, develop,
construct, improve, hold, sell, exchange or otherwise deal in real estate
situated in any location in the United States and in any real property
appurtenant thereto.
B. To engage in and carry on any business permitted to corporations under
Massachusetts General Laws, Chapter 156B, now in effect or as hereafter
amended, or any successor provision of such Chapter 156B.
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 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.
ARTICLE III
The types 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:
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: 200,000 Common:
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Preferred: Preferred:
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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 within any class:
None
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
/*/Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporate, 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 Page 6A attached hereto and made a part hereof.
____________________________
/*/ If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
Meetings of stockholders may be held anywhere in the United States as shall be
determined from time to time by the president or the directors and stated in the
notice of the meeting.
The Bylaws may provide that the directors may make, amend or repeal the
Bylaws, in whole or in part, except with respect to any provision thereof which
by law, by the Articles of Organization or by the Bylaws requires action by the
stockholders.
The corporation may enter into contracts and otherwise transact business as
vendor, purchaser or otherwise with its directors, officers and stockholders and
with corporations, joint stock companies, trusts, firms and associations in
which they are or may be or become interested as directors, officers,
shareholders, members, trustees, beneficiaries or otherwise as freely as though
such adverse interest did not exist even though the vote, action or presence of
such director, officer or stockholder may be necessary to obligate the
corporation upon such contract or transaction; and no such contract or
transaction shall be avoided and no such director, officer or stockholder shall
be held liable to account to the corporation or to any creditor or stockholder
of the corporation for any profit or benefit realized by him through any such
contract or transaction by reason of such adverse interest nor by reason of any
fiduciary relationship of such director, officer or stockholder to the
corporation arising out of such office or stock ownership; provided (in the case
of directors and officers but not in the case of any stockholder who is not a
director or officer of the corporation) the nature of the interest of such
director or officer, though not necessarily the details or extent thereof, be
known by or disclosed to the directors. Ownership of or beneficial interest in
a minority of the stock or securities of another corporation, joint stock
company, trust, firm or association shall not be deemed to constitute an
interest adverse to this corporation in such other corporation, joint stock
company, trust, firm or association and need not be disclosed. A general notice
that a director or officer of the corporation is interested in any corporation,
joint stock company, trust, firm or association shall be sufficient disclosure
as to such director or officer with respect to all contracts and transactions
with that corporation, joint stock company, trust, firm or association. In any
event the authorization or ratifying vote of a majority of the capital stock of
the corporation outstanding and entitled to vote passed at a meeting duly called
and held for the purpose shall validate any such contract or transaction as
against all stockholders of the corporation, whether of record or not at the
time of such vote, and as against all creditors and other claimants, under the
corporation, and no contract or transaction shall be avoided by reason of any
provision of this paragraph which would be valid but for these provisions.
The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers and persons who serve at its request as directors or
officers of another organization in which it directly or indirectly owns shares
or of which it is a creditor, against all liabilities (including expenses)
imposed upon or reasonably incurred by him in connection with any action, suit
or other proceeding in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his acts or omissions as
such director of officer, unless in any proceeding, he shall be finally adjudged
not to have acted in good faith in the reasonable belief that his action was in
the best interest of the corporation; provided, however, that such
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6A
indemnification shall not cover liabilities in connection with any matter which
shall be disposed of through a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, unless such compromise shall be
approved as in the best interests of the corporation, after notice that it
involves such indemnification, (a) by a vote of the directors in which no
interested director participates; or (b) by a vote or the written approval of
the holders of a majority of the outstanding stock at the time having the right
to vote for directors, not counting as outstanding any stock owned by any
interested director or officer. Such indemnification may include payment by the
corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification.
The right of indemnification hereby provided shall not be exclusive of or
affect other rights to which any director or officer may be entitled. As used
in this paragraph, the terms "director" and "officer" include their respective
heirs, executors and administrators, and an "interested" director or officer is
one against whom as such the proceeding in question or another proceeding on the
same or similar grounds is then pending.
Indemnification of employees and other agents of the corporation (including
persons who serve at its request as employees or other agents of another
organization in which it owns shares or of which it is a creditor) may be
provided by the corporation to whatever extent shall be authorized by the
directors before or after the occurrence of any event as to or in consequence of
which indemnification may be sought. An indemnification to which a person is
entitled under these provisions may be provided although the persons to be
indemnified is no longer a director, officer, employee or agent of the
corporation or of such other organization.
The directors may determine, in whole or in part, the preferences, voting
powers, qualifications, and/or special or relative rights or privileges of: (1)
any class of stock before the issuance of any shares of that class; or (2) one
or more series within a class before the issuance of any shares of that series,
provided; however, that each series of a class shall have a distinguishing
designation.
6B
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 street address of the principal office of the corporation in
Massachusetts is (post office boxes are not acceptable):
c/o The Berkshire Group, 470 Atlantic Avenue, Boston, Massachusetts 02210;
Attention: Legal Department
b. The name, residence and post office address (if different) of the directors
and officers of the corporation are:
NAME RESIDENCE POST OFFICE ADDRESS
President: Stephan L. Guillard 11 Powder House Road Dover, Massachusetts 02030
Treasurer: William H. Stephan 408 Governor's Drive Winthrop, Massachusetts 02152
Clerk: David Moskowitz 8 Grasmere Road Needham, Massachusetts 02194
Directors: Stephan L. Guillard 11 Powder House Road Dover, Massachusetts 02030
Frank Apeseche 5 Travis Road Natick, Massachusetts 01760
c. The fiscal year (i.e., tax 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: David Moskowitz, The Berkshire Group, 470 Atlantic Avenue,
Boston, Massachusetts 02210
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 name(s) 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 16th day of August, in the year 1995.
/s/ Scott D. Spelfogel
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Scott D. Spelfogel, Sole Incorporator
470 Atlantic Avenue, Boston, Massachusetts 02210
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Note: If an 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)
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I hereby certify that, upon 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 fee in the amount
of $200 having been paid, said articles are
deemed to have been filed with me this 16th
day of August, 1995.
Effective Date:____________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
FILING FEE: One tenth of one percent of the
total 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.
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Erin L. Abernathy
The Berkshire Group
470 Atlantic Avenue
Boston, Massachusetts 02210
Telephone: (617) 423-2233
SCHEDULE TO EXHIBIT 3.2.4
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The following entities have the Form of Articles of Organization included as
Exhibit 3.2.4, with any changes from the form noted:
1. New Jersey Harborside Corporation
2. Harborside Toledo Corporation
Changes from Form:
Officers and Director are as follows:
President: S. Guillard
Treasurer: W. Stephan
Clerk: D. Moskowitz
Director: L. Gerber
3. Maryland Harborside Corporation
Changes from Form:
Officer and Directors are as follows:
President: S. Guillard
Treasurer: C. Thayer
Clerk: D. Moskowitz
Directors: S. Guillard, S. Puleo
Certificate of Correction was also filed (regarding spelling of
Harborside)