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Exhibit 3.17
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(Under G. L. Ch. 156B)
INCORPORATORS
Isabelle Smetana 18 Lake Shore Court, Brighton, MA. 02135
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: A. I., INC.
2. The purpose for which the corporation is formed is as follows: To
manufacture, sell, and otherwise use and dispose of all kinds of wrapping and
packaging materials including cellophane, paper, plastic, and all other
.materials; to license to others the manufacture, sale, use and other
disposition of all kinds of wrapping and packaging materials, to buy, sell, and
deal in all kinds of merchandise and to engage in, conduct and carry on the
business of manufacturing, buying, selling and dealing in goods, wares and
merchandise of every class and description; to apply for, obtain, purchase,
register, lease, license or otherwise acquire, hold, own, use, operate,
introduce, and to sell, assign or dispose of any trademarks, tradenames, patent
rights, copyrights, inventions, improvements and processes used in connection
with or secure under the letters patent of the United States or elsewhere in any
part the world, and to use, exercise, develop, acquire and grant licenses in
names, patents, inventions, improvements, licenses and processes; and to carry
on any business, manufacturing or otherwise, which may directly or indirectly
effectuate these objects or any of them.
SEE RIDER ATTACHED HERETO MARKED "2A".
3. The total number of shares and the par value, if any, of each class
of stock within the corporation is authorized as follows:
Preferred NONE
Common 12,500
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 RIDER ATTACHED
HERETO MARKED "6A".
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7. 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: 17 Wilson Street, Palmer, MA.
01069
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: Isabelle Smetana 18 Lake Shore Court, Brighton, MA.
Chairman of
the Board: Gerhard R. Andlinger Tower Hill Rd.
Scarborough, New York 10510
Treasurer: James Russell 35 North Riverside Avenue
Croton-on-Hudson, New York 10520
Clerk: Jerome E. Rosen 36 Bullard Rd.
Weston, MA. 02193
Asst. Clerk: George D. Bliss Cedar Lane Apts.
Ossing, New York 10562
Directors: Gerhard R. Andlinger See above.
c. The date initially adopted on which the corporation's
fiscal year ends is: November 30th
d. The date initially fixed in the by-laws for the annual
meeting of stockholders of the corporation is: 2nd Tuesday in February
e. The name and business address of the resident agent, if
any, of the corporation is: NONE
IN WITNESS WHEREOF an under the penalties of perjury the
INCORPORATOR(S) sign(s) these Articles of Organization this 30th day of January
1980.
/s/ Isabelle Smetana
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.
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"2A"
To purchase, lease, or otherwise acquire and to hold, use, lease,
manage, operate, equip, maintain, sell, mortgage, pledge, deal in or with any
and all kinds of properties, real, personal, or mixed, tangible or intangible,
incidental to the business, and generally to engage in a merchandising business.
To acquire, and pay for in cash, stock or bonds, of the corporation or
otherwise, the good will, rights, assets and properties and to undertake
guarantee or assume the whole or any part of the obligations, or liabilities, of
any person, firm, association or corporation.
To purchase, subscribe for or otherwise acquire, register, hold, sell,
assign, transfer, pledge, or otherwise dispose of shares of stock, bonds, notes
and other securities and evidence of interest in or indebtedness of any person,
firm or corporation.
To purchase, hold, sell and transfer the shares of its own capital
stock or any other securities issued by it.
To do or cause to have done any and all such acts and things as may be
necessary, desirable, convenient, or incidental to the consummation or
accomplishment of any or all of the foregoing purposes.
The purposes specified in the foregoing clauses shall, except where
otherwise expressed, be in no-way limited or restricted by reference to, or
inference from, the terms of any other clause but the objects and powers
specified in each of the foregoing clauses of this article shall be regarded, as
independent purposes.
In general, to carry on any other lawful business whatsoever in
connection with the foregoing or which is calculated directly or indirectly to
promote the interest of the corporation or to enhance the value of its
properties and which is not contrary to Chapter 156B of the General Laws of the
Commonwealth of Massachusetts.
Further that the Corporation may be a partner in any enterprise.
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"6A"
The By-laws at any time may be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in the
notice of the meeting, or may be amended by vote of a majority of the Directors
then in office, except that no amendment may be made by the Directors which
changes the date of the annual meeting of the stockholders or which alters the
provisions of these By-laws with respect to removal of Directors or the election
of committees by Directors and delegation of powers thereto, or amendment of
these By-laws. No change in the date of the annual meeting may be made within
sixty days before the date fixed in these By-laws. No later than the time of
giving notice of the meeting of stockholders next following the making, amending
or repealing by the Directors of any By-laws, notice thereof stating the
substance of such change shall be given to all stockholders entitled to vote on
amending the By-laws.
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Peter Gardiner, President and Jerome E. Rosen, Clerk of A. I.,
INC., located at 17 Wilson Street, Palmer, Mass. 01069, do hereby certify that
the following amendment to the articles of organization of the corporation was
duly adopted at a meeting held on May 6, 1980, by vote of 12,500 shares of
common out of 12,500 shares outstanding, all shares being outstanding and
entitled to vote thereon.
VOTED: To change the name of this corporation from A.I., INC. to PIER50N
INDUSTRIES, INC. and in accordance therewith to authorize the
appropriate officers of this corporation to prepare and file or cause
to be filed those instruments and/or documents necessary to effect such
change of name.
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 9th day of May, in the year 1980.
/s/ Peter Gardiner, President
/s/ James E. Rosen, Clerk
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
We, James R. Russell, Vice President and Jerome E. Rosen, Clerk, of A.
I., INC., located at 17 Wilson Street, Palmer, Mass. 01069 do hereby certify
that the following amendment to the articles of organization of the corporation
was duly adopted at a meeting held on March 4, 1980, by vote of 12,500 shares of
common out of 12,500 shares outstanding, being at least a majority of each class
outstanding and entitled to vote thereon: two-thirds of each class outstanding
and entitled to vote thereon and of each class or series of stock whose rights
are adversely affected thereby:
VOTED: To amend this corporation's Articles of Organization by deleting Rider
6A thereof in its entirety and substituting therefor a new Rider 6A, as
attached hereto and made a part hereof.
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 4th day of March, in the year 1980.
/s/ James R. Russell, Vice President
/s/ Jerome E. Rosen, Clerk
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"6A"
Notwithstanding any contrary provision of the Articles of Organization
or the Corporation's By-Laws, the holders of not less than a 75% of all
outstanding common stock at a meeting at which 85% or more of such common stock
shall be represented in person or by proxy shall be required to:
(i) amend the Articles of Organization or by-laws of the
Corporation;
(ii) merge, consolidate, reorganize, liquidate or dissolve the
Corporation or any subsidiary of the Corporation or sell or
otherwise transfer or dispose of all or substantially all of
its assets or the shares or assets of any subsidiary;
(iii) repurchase or redeem any capital stock or other securities of
the Corporation or any subsidiary;
(iv) in respect of the Corporation or any subsidiary, file a
petition in bankruptcy under state or Federal law, enter into
any arrangement or composition with creditors, make an
assignment for the benefit of creditors or otherwise take
advantage of any laws giving relief for insolvency, or take
advantage of any laws giving relief for insolvency, or take
any action which is an act of bankruptcy;
(v) declare or pay any dividend in cash or in property, redeem or
retire any shares or other capital stock of the Corporation or
any subsidiary or enter into, amend or fail to renew any
employment or service contract providing for annual payments
in excess of $20,000 between the Corporation and any other
corporation; or
(vi) increase the Board of Directors of the Corporation or any
subsidiary to more than three (3) Directors.
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