EXHIBIT 3.1
ARTICLES OF ORGANIZATION
OF
SANDWICH BANCORP, INC.
ARTICLE I
NAME
The name by which the corporation shall be known is: Sandwich Bancorp,
Inc. (the "Corporation").
ARTICLE II
PURPOSES
The purpose for which the Corporation is formed is to engage generally in
any business activity which may be lawfully carried on by a corporation
organized under Chapter 156B of the Massachusetts General Laws and to acquire,
invest in or hold stock in any subsidiary permitted under the Bank Holding
Company Act of 1956, as amended, and to engage in any other activity or
enterprise permitted to a bank holding company under said statute or other
applicable law.
ARTICLE III
SHARES OF CAPITAL STOCK
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:
Without Par Value With Par Value
----------------- ---------------------------
Class of Stock Number of Shares Number of Shares Par Value
---------------- ----------------- ---------------- ---------
Preferred -0- 5,000,000 $1.00
Common -0- 15,000,000 $1.00
ARTICLE IV
DESCRIPTION OF CAPITAL STOCK
The aggregate number of shares of all classes of capital stock which the
Corporation has authority to issue is 20,000,000, of which 15,000,000 are to be
shares of common stock, $1.00 par value per share, and of which 5,000,000 are to
be shares of serial preferred stock, $1.00 par value per share. The shares may
be issued by the Corporation from time to time as approved by the Board of
Directors of the Corporation without the approval of the stockholders except as
otherwise provided in this Article IV or the rules of a national securities
exchange or registered securities association if applicable. The consideration
for the issuance of the shares shall be paid to or received by the Corporation
in full before their issuance and shall not be less than the par value per
share. The consideration for the issuance of the shares shall be cash, services
rendered, personal property (tangible or intangible), real property, leases of
real property or any other consideration deemed appropriate by the Board of
Directors. In the absence of actual fraud in the transaction, the judgment of
the Board of Directors as to the value of such consideration shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable. In the case of a stock dividend, the part
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of the surplus of the Corporation which is transferred to stated capital upon
the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.
A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and series (if
any) of capital stock, and the qualifications, limitations or restrictions
thereof, are as follows:
A. COMMON STOCK. Except as provided in these Articles (or in any
certificate of establishment of series of preferred stock), the holders of the
common stock shall exclusively possess all voting power. Each holder of shares
of common stock shall be entitled to one vote for each share held by such
holder.
Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and sinking fund or retirement fund or other retirement payments, if
any, to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock, and on any class or
series of stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but only when and as
declared by the Board of Directors of the Corporation.
In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event the full preferential amounts to which
they are respectively entitled, the holders of the common stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.
Each share of common stock shall have the same relative powers, preferences
and rights as, and shall be identical in all respects with, all the other shares
of common stock of the Corporation.
B. SERIAL PREFERRED STOCK. Subject to any limitations prescribed by law
or these Articles, the Board of Directors of the Corporation is authorized, by
vote from time to time taken, to provide for the issuance of serial preferred
stock in one or more series and to fix and state the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of each such series, and the qualifications, limitations or restrictions
thereof, including, but not limited to, the determination of any of the
following:
1. the distinctive serial designation and the number of shares
constituting such series; and
2. the dividend rates or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so,
from which date or dates, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends;
and
3. the voting powers, full or limited, if any, of the shares of such
series; and
4. whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions upon which such
shares may be redeemed; and
5. the amount or amounts payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation; and
6. whether the shares of such series shall be entitled to the
benefits of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and, if so entitled, the amount of such fund
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and the manner of its application, including the price or prices at which
such shares may be redeemed or purchased through the application of such
fund; and
7. whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or any other series
of the same or any other class of classes of stock of the Corporation and,
if so convertible or exchangeable, the conversion price or prices, or the
rate or rates of exchange, and the adjustments thereof, if any, at which
such conversion or exchange may be made, and any other terms and conditions
of such conversion or exchange; and
8. the subscription or purchase price and form of consideration for
which the shares of such series shall be issued; and
9. whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial preferred
stock and whether such shares may be reissued as shares of the same or any
other series of serial preferred stock.
Any establishment of a series of preferred stock by the Board of Directors
shall become effective when the Corporation files with the Secretary of State of
the Commonwealth of Massachusetts a certificate of establishment of series of
preferred stock, signed under the penalties of perjury by the Chairman of the
Board, the President or any Vice President and by the Clerk or an Assistant
Clerk, setting forth the text of the vote of the Board of Directors determining
the terms of the class or the number of shares and the terms of any series, the
date of adoption of such vote and a certification that such vote was duly
adopted by the Board of Directors of the Corporation.
Each share of each series of serial preferred stock shall have the same
relative powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of the Corporation of the same series.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None, however, see ARTICLE VI(L), "Approval of Certain Business
Combinations."
ARTICLE VI
Other lawful provisions, 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 are as follows:
ARTICLE VI(A)
PREEMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series, or any
unissued bonds, charters of indebtedness, debentures or other securities
convertible into or exchangeable for stock of any class or series or carrying
any right to purchase stock of any class or series; but any such unissued stock,
bonds, charters or indebtedness, debentures or other securities
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convertible into or exchangeable for stock or carrying any right to purchase
stock may be issued pursuant to a vote of the Board of Directors of the
Corporation to such persons, firms, corporations or associations, whether or not
holders thereof, and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its sole discretion.
ARTICLE VI(B)
REPURCHASE OF SHARES
The Corporation may from time to time, pursuant to authorization by the
Board of Directors of the Corporation and without action by the stockholders,
purchase or otherwise acquire shares of any class, bonds, debentures, notes,
scrip, warrants, obligations, evidences of indebtedness, or other securities of
the Corporation in such manner, upon such terms, and in such amounts as the
Board of Directors shall determine; subject, however, to such limitations or
restrictions, if any, as are contained in the express terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by applicable law.
ARTICLE VI(C)
MEETINGS OF STOCKHOLDERS; CUMULATIVE VOTING
A. Notwithstanding any other provision of these Articles or the Bylaws of
the Corporation, no action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Corporation may be taken
without a meeting, unless all stockholders entitled to vote on the matter
consent to the action in writing and the written consents are filed with the
records of the meetings of stockholders. Such consent shall be treated for all
purposes as a vote at a meeting.
B. Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Board of Directors of the
Corporation, the President of the Corporation or a committee of the Board of
Directors which has been duly designated by the Board of Directors and whose
powers and authorities, as provided in a vote of the Board of Directors or in
the Bylaws of the Corporation, include the power and authority to call such
special meetings. Such special meetings may not be called by any other person
or persons, except to the extent the Massachusetts Business Corporation Law
requires corporations that do not have a class of voting stock registered
pursuant to the Securities Exchange Act of 1934 to call a special meeting upon
written application of one or more stockholders who hold at least ten percent in
interest of the capital stock entitled to vote at the meeting.
C. There shall be no cumulative voting by stockholders of any class or
series in the election of directors of the Corporation.
ARTICLE VI(D)
NOTICE FOR NOMINATIONS AND PROPOSALS
A. Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of stockholders may be
made by the Board of Directors of the Corporation or by any stockholder of the
Corporation entitled to vote generally in the election of directors. In order
for a stockholder of the Corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Clerk of the
Corporation not less than 30 days nor more than 60 days prior to any such
meeting. Each such notice given by a stockholder with respect to nominations
for the election of directors shall set forth (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, and
(iii) the number of shares of stock of the Corporation which are beneficially
owned by each such nominee. In addition, the
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stockholder making such nomination shall promptly provide any other information
reasonably requested by the Corporation. Each such notice given by a stockholder
with respect to new business shall set forth as to each matter that the
stockholder proposes to bring before the meeting of stockholders (i) a brief
description of the proposal desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and address,
as they appear on the Corporation's stock transfer books, of the stockholder
proposing such business and of the beneficial owners (if any) of the stock
registered in such stockholder's name and the name and address of other
stockholders known by such stockholder to be supporting the proposal, (iii) the
class and number of shares of the Corporation's capital stock which are held of
record, beneficially owned or represented by proxy by the stockholder and by any
other stockholders known by such stockholder to be supporting such proposal on
the record date for the meeting in question and on the date of such
stockholder's notice, and (iv) any material interest of the stockholder (or any
other stockholders known by such stockholders to be supporting such proposal) in
such proposal.
B. The presiding officer of the annual or special meeting of stockholders
may, if the facts warrant, determine and declare to such meeting that a
nomination or proposal was not made in accordance with the foregoing procedure,
and, if he should so determine, he shall so declare to the meeting and the
defective nomination or proposal shall be disregarded and laid over for action
at the next succeeding adjourned, special or annual meeting of the stockholders
taking place 30 days or more thereafter. This provision shall not require the
holding of any adjourned or special meeting of stockholders for the purpose of
considering such defective nomination or proposal.
ARTICLE VI(E)
DIRECTORS
A. NUMBER; VACANCIES. The number of directors of the Corporation shall
be such number, not less than 7 nor more than 18 as shall be provided from time
to time in or in accordance with the Bylaws, provided that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director, and provided further that no action shall be taken to
decrease or increase the number of directors from time to time unless at least
two-thirds of the directors then in office shall concur in said action.
Vacancies in the Board of Directors of the Corporation, however caused, and
newly created directorships shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, whether or not a quorum, and
any director so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which the director has
been chosen expires and until the director's successor is elected and qualified.
Each director, when appointed or elected, shall take an oath that he will
faithfully perform the duties of his office and that he is the owner, in his own
right and free of any lien or encumbrance, of the required amount of stock as
set forth in the Bylaws of the Corporation. The oath shall be taken before a
notary public or justice of the peace, who is not an officer of the Corporation,
and a record of the oath shall be made a part of the records of the Corporation.
B. CLASSIFIED BOARD. The Board of Directors of the Corporation shall be
divided into three classes of directors as nearly equal in number as possible,
with one class to be elected annually. The initial directors of the Corporation
shall hold office as follows: the first class of directors shall hold office
initially for a term expiring at the annual meeting of stockholders to be held
in calendar 1998, the second class of directors shall hold office initially for
a term expiring at the annual of stockholders meeting to be held in calendar
1999, and the third class of directors shall hold office initially for a term
expiring at the annual meeting of stockholders to be held in calendar 2000, with
the members of each class to hold office until their respective successors are
duly elected and qualified. At each annual meeting of stockholders of the
Corporation, the successors to the class of directors whose term expires at the
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election and until their respective successors are elected and qualified.
Should the number of directors of the Corporation be increased, the additional
directorships shall be allocated among classes as appropriate so that the number
of directors in each class is as nearly equal as possible.
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Whenever the holders of any one or more series of preferred stock of the
Corporation shall have the right, voting separately as a class, to elect one or
more directors of the Corporation, the Board of Directors shall consist of said
directors so elected in addition to the number of directors fixed as provided
above in this Article VI(E). Notwithstanding the foregoing, and except as
otherwise may be required by law, whenever the holders of any one or more series
of preferred stock of the Corporation shall have the right, voting separately as
a class, to elect one or more directors of the Corporation, the terms of the
director or directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders.
ARTICLE VI(F)
REMOVAL OF DIRECTORS
Notwithstanding any other provision of these Articles or the Bylaws of the
Corporation, any director or the entire Board of Directors of the Corporation
may be removed at any time for cause only by the affirmative vote of the holders
of a majority of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose. For the purpose of this Article VI(F), "cause" shall mean (a) a
conviction of a felony by a court of competent jurisdiction, which conviction is
no longer subject to direct appeal, (b) a declaration of unsound mind by order
of court, (c) a gross dereliction of the director's duty to the Corporation, (d)
the commission by the director of an action involving moral turpitude, or (e)
the commission by the director of an action that constitutes intentional
misconduct or a knowing violation of law if such action in either event results
both in an improper substantial personal benefit and a material injury to the
Corporation. In addition, any director or the entire Board of Directors of the
Corporation may be removed, at any time, without cause only by the affirmative
vote of the holders of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of stockholders
called for that purpose. Notwithstanding the foregoing, whenever the holders of
any one or more series of preferred stock of the Corporation shall have the
right, voting separately as a class, to elect one or more directors of the
Corporation, the preceding provisions of this Article VI(F) respecting removal
by stockholders of the Corporation shall not apply with respect to the director
or directors elected by such holders of preferred stock.
ARTICLE VI(G)
AFFILIATED TRANSACTIONS
A. VALIDITY. Except as otherwise provided in these Articles, if paragraph
B is satisfied, no contract or transaction between the Corporation and any of
its directors, officers or security holders, or any corporation, partnership,
association or other organization in which any of such directors, officers or
security holders are directly or indirectly financially interested, shall be
void or voidable solely because of this relationship, or solely because of the
presence of the director, officer or security holder at the meeting authorizing
the contract or transaction, or solely because of his or their participation in
the authorization of such contract or transaction or vote at the meeting
therefor, whether or not such participation or vote was necessary for the
authorization of such contract or transaction.
B. DISCLOSURE, APPROVAL; FAIRNESS. PARAGRAPH A SHALL APPLY ONLY IF:
1. the material facts as to the relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors (or
a committee thereof) and it nevertheless in good faith authorizes or ratifies
the contract or transaction by a majority of the directors present, each such
interested director to be counted in determining whether a quorum is present but
not in calculating the majority necessary to carry the vote; and
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2. the contract or transaction is fair to the Corporation as of the time it
is authorized or ratified by the Board of Directors (or committee thereof) or
the stockholders.
ARTICLE VI(H)
INDEMNIFICATION
The Corporation shall indemnify each director or officer of the Corporation
to the fullest extent now or hereafter permitted by law against all expenses
(including attorneys' fees and disbursements), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative to which he is or is threatened to be
made a party by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or of a subsidiary of the Corporation, or
is or was a director, custodian, administrator, committeeman or fiduciary of any
employee benefit plan established and maintained by the Corporation or by a
subsidiary of the Corporation, or is or was serving another enterprise in any
such capacity at the written request of the Corporation. To the extent
authorized at any time by the Board of Directors of the Corporation, the
Corporation may similarly indemnify other persons against liability incurred in
any capacity, or arising out of any status, of the character described in the
immediately preceding sentence. At the discretion of the Board of Directors,
any indemnification hereunder 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 under this Article VI(H) or applicable laws. In
no event, however, shall the Corporation indemnify any director, officer, or
other person hereunder with respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Corporation. The
Corporation may purchase and maintain insurance to protect itself and any
present or former director, officer or other person against any liability of any
character asserted against and incurred by the Corporation or any such director,
officer or other person in any capacity, or arising out of any status, whether
or not the Corporation would have the power to indemnify such person against
such liability by law or under the provisions of this Article VI(H). The
provisions of this Article VI(H) shall be applicable to persons who shall have
ceased to be directors or officers of the Corporation, and shall inure to the
benefit of the heirs, executors and administrators of persons entitled to
indemnity hereunder. Nothing herein shall be deemed to limit the Corporation's
authority to indemnify any person pursuant to any contract or otherwise.
ARTICLE VI(I)
ACTING AS PARTNER
The Corporation may be a partner in any business enterprise which it would
have power to conduct by itself.
ARTICLE VI(J)
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make,
repeal, alter, amend and rescind the Bylaws of the Corporation. Notwithstanding
any other provision of these Articles or the Bylaws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law),
the Bylaws shall not be made, repealed, altered, amended, or rescinded by the
stockholders of the Corporation except by the vote of the holders of not less
than two-thirds of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose (provided that notice of such
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proposed adoption, repeal, alteration, amendment or rescission is included in
the notice of such meeting), or, as set forth above, by the Board of Directors
by the affirmative vote of not less than two-thirds of the directors then in
office.
ARTICLE VI(K)
AMENDMENT OF ARTICLES OF ORGANIZATION
The Corporation reserves the right to repeal, alter, amend or rescind any
provision contained in these Articles in the manner now or hereafter prescribed
by law, and all rights conferred on stockholders herein are granted subject to
this reservation. Notwithstanding the foregoing, the provisions set forth in
Articles V, VI(C), VI(D), VI(E), VI(F), VI(H), VI(J) and this Article VI(K) of
these Articles may not be repealed, altered, amended, or rescinded in any
respect unless the same is approved by the affirmative vote of the holders of
not less than two-thirds of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as a single class) cast at a meeting of the stockholders called
for that purpose (provided that notice of such proposed adoption, repeal,
alteration, amendment or rescission is included in the notice of such meeting).
Any amendment, addition, alteration, change or repeal so acted upon shall be
effective on the date it is filed with the Secretary of State of the
Commonwealth of Massachusetts or on such other date as the Secretary of State
may specify.
ARTICLE VI(L)
APPROVAL OF CERTAIN BUSINESS COMBINATIONS
The stockholder vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this Article V. Such stockholder
vote shall be in addition to any affirmative vote required by the Massachusetts
General Laws.
A. (1) Except as otherwise expressly provided in this Article V, the
affirmative vote of the holders of at least two-thirds of the outstanding shares
entitled to vote thereon (and, if any class or series of shares is entitled to
vote thereon separately, the affirmative vote of the holders of at least two-
thirds of the outstanding shares of each such class or series) shall be required
in order to authorize any of the following:
(a) any merger or consolidation of the Corporation with or into a
Related Person (as hereinafter defined);
(b) any sale, lease, exchange, transfer or other disposition,
including without limitation, a mortgage, or any other security device, of all
or any Substantial Part (as hereinafter defined) of the assets of the
Corporation (including without limitation any voting securities of a subsidiary)
or of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related Person with or into the
Corporation or a subsidiary of the Corporation;
(d) any sale, lease, exchange, transfer or other disposition of all or
any Substantial Part of the assets of a Related Person to the Corporation or a
subsidiary of the Corporation;
(e) the issuance of any securities of the Corporation or a subsidiary
of the Corporation to a Related Person;
(f) the acquisition by the Corporation or a subsidiary of the
Corporation of any securities of a Related Person,
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(g) any reclassification of the common stock of the Corporation, or
any recapitalization involving the common stock of the Corporation, and
(h) any agreement, contract or other arrangement providing for any of
the transactions described in this Article V.
(2) Such affirmative vote shall be required notwithstanding any other
provisions of these Articles, any provision of law, or any agreement with any
regulatory agency, national securities exchange or registered securities
association which might otherwise permit a lesser vote or no vote.
(3) The term "Business Combination" as used in this Article V shall mean
any transaction which is referred to in any one or more of subparagraphs 1(a)
through 1(h) above.
B. The provisions of Part A of this Article V shall not be applicable to
any particular Business Combination, and such Business Combination shall require
only such affirmative vote as is required by any other provision of these
Articles, any provision of law, or any agreement with any regulatory agency,
national securities exchange or registered securities association, if the
Business Combination shall have been approved by a majority of the Continuing
Directors (as hereinafter defined); provided, however, that such approval shall
only be effective if obtained at a meeting at which a Continuing Director Quorum
(as hereinafter defined) is present.
C. For the purposes of this section the following definitions apply:
(1) The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934), "beneficially
owns" (as that term is defined in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934) in the aggregate 10% or
more of the outstanding shares of the common stock of the Corporation; and (b)
any "affiliate" (as that term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934) of any such individual, corporation, partnership or other
person or entity. Without limitation, any shares of the common stock of the
Corporation which any Related Person has the right to acquire pursuant to any
agreement, or upon exercise or conversion rights, warrants or options, or
otherwise, shall be deemed "beneficially owned" by such Related Person.
(2) The term "Substantial Part" shall mean more than 25 percent of the
total assets of the Corporation, as of the end of its most recent fiscal year
ending prior to the time the determination is made.
(3) The term "Continuing Director" shall mean any member of the Board
of Directors of the Corporation who is unaffiliated with the Related Person and
was a member of the Board prior to the time that the Related Person became a
Related Person, and any successor of a Continuing Director who is unaffiliated
with the Related Person and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the Board.
(4) The term "Continuing Director Quorum" shall mean two-thirds of the
Continuing Directors capable of exercising the powers conferred on them.
ARTICLE VII
The effective date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth of Massachusetts.
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ARTICLE VIII
a. The street address of the principal office of the Corporation in
Massachusetts is:
100 Old Kings Highway, Sandwich, Massachusetts 02563
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: Frederic D. Legate
Treasurer: George L. Larson
Clerk: Dana S. Briggs
Directors:
Leon Davidson
John L. Doran
Mary F. Hebditch
George L. Jackson
Richard S. Holway
Bradford N. Eames
Barry H. Johnson
Reale J. Lemieux
Gary A. Nickerson
Frederic D. Legate
Howard P. Crowell
David O. MacKinnon
George B. Rockwell
c. The fiscal year (i.e., tax year) of the Corporation shall end on the last
day of the month of December.
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ARTICLE IX
Bylaws 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, Frederic
D. Legate, as incorporator and whose name and post office address are clearly
typed beneath my 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 this ____ day of ____
in the year 1997.
/s/ Frederic D. Legate
_________________________
Frederic D. Legate
100 Old Kings Highway
Sandwich, Massachusetts 02563
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