EXHIBIT 3.70
FEDERAL IDENTIFICATION
NO. 04-2789250
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, Richard Pyle, Vice President, and Raymond Dewhirst, Clerk of Health
Development Corporation, located at One Audobon Road, Wakefield, MA 01880,
certify that these Articles of Amendment affecting articles numbered: I of the
Articles of Organization were duly adopted by written consent on Oct. 12, 2000,
by vote of: 1,000 shares of Common Stock of 1,000 shares outstanding, being all
of each type, class or series outstanding and entitled to vote thereon.
Voted: That the name of the Corporation be, and it hereby is, changed from
"Health Development Corporation" to "TSI Holdings (MA), Inc."
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: Upon filing.
SIGNED UNDER THE PENALTIES OF PERJURY, this 25th day of October, 2000.
/s/ Richard Pyle , Vice President
- -------------------------------------------------------
Richard Pyle
/s/ Raymond Dewhirst , Clerk
- -------------------------------------------------------
Raymond Dewhirst
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 04-2789250 NO. 13-4116452
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 78)
merger of Health Development Corporation
and
TSI/HDC, Inc.
the constituent corporations, into
Health Development Corporation,
one of the constituent corporations.
The undersigned offices of each of the constituent corporations certify under
the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.
2. The effective date of the merger determined pursuant to the agreement of
merger 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:
3. (For a merger)
The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger:
Article III is amended so that the total number of shares and par value of each
class of stock which the corporation is authorized to issue is the following:
Common: 1,000 shares of $1.00 par value
Preferred: 0
4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the surviving corporation.
(a) The street address of the surviving corporation in Massachusetts : (post
office boxes are not acceptable)
One Audobon Road, Wakefield, MA 01880
(b) The name, residential address and post office address of each director and
officer of the surviving corporation is:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Mark N. Smith 301 West 57th Street, Apt. 18 New York, NY 10018
Treasurer: Richard Pyle 39 Park Avenue Bronxville, NY 10708
Clerk: Ray Dewhirst 3 Bailey Avenue Milton, Massachusetts 02186
Directors: Mark N. Smith 301 West 5th Street, Apt. 18 New York, NY 10018
(c) The fiscal year (i.e. tax year) of the surviving corporation shall end on
the last day of the month of: December
(d) The name and business address of the resident agent, if any, of the
surviving corporation is:
The undersigned offices of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.
/s/ Paul Couturier , President
- ------------------------------------------------
Paul Couturier
/s/ Peter B. Finn , Clerk
- ------------------------------------------------
Peter B. Finn
of Health Development Corporation
/s/ Mark N. Smith , President
- ------------------------------------------------
Mark N. Smith
/s/ Ray Dewhirst , Clerk
- ------------------------------------------------
Ray Dewhirst
of TSI/HDC, Inc.
FEDERAL IDENTIFICATION
NO. 04-2789250
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, Paul Couturier, President, and Peter B. Finn, Clerk of Health
Development Corporation, located at One Audobon Road, Wakefield, MA 01880,
certify that these Articles of Amendment affecting articles numbered: 3 and 4 of
the Articles of Organization were duly adopted by written consent on May 29,
1998 by vote of: 595,975 shares of Common Stock of 942,554 shares outstanding,
being at least a majority of each type, class or series outstanding and entitled
to vote thereon.
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: Upon filing.
SIGNED UNDER THE PENALTIES OF PERJURY, this 20th day of July, 1998.
/s/ Paul Couturier , President
- ---------------------------------------------------------
Paul Couturier
/s/ Peter B. Finn , Clerk
- ---------------------------------------------------------
Peter B. Finn
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 $600.00 having been paid, said article is deemed to have been
filed with me this 31st day of July, 1998.
Effective date: __________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Peter B. Finn, Esquire
Rubin and Rudman LLP
50 Rowes Wharf
Boston, MA 02110
The Commonwealth of Massachusetts
Office of the Massachusetts Secretary of State
Michael Joseph Connolly, Secretary
One Ashburton Place, Boston, Massachusetts 02108
FEDERAL IDENTIFICATION
NO 04-2789250
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, Bruce E. Buckbee, President and Peter B. Finn, Clerk of Health Development
Corporation located at One Devonshire Place, Boston, MA 02109 do hereby certify
that the following amendment to the articles of organization of the corporation
was duly adopted at a unanimous consent meeting dated December 14, 1998, by vote
of 519,650 shares of Common out of 724,050 shares outstanding, being at least
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.
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
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
COMMON 1,500,000 .01
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
PREFERRED
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
CHANGE the total to:
- ---------------------------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
COMMON 1,500,000 0.01
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
PREFERRED 200,000 5.00
- ---------------------------------------------------------------------------------------------
"Exhibit A"
HEALTH DEVELOPMENT CORPORATION
Amendments to
Restated Articles of Organization
The Restated Articles of Organization of the Corporation, as filed with
the Massachusetts Secretary of State on September 25, 1985, are hereby amended
as follows:
I. Article 3 is amended by deleting Article 3 in its entirety and
by substituting in its place and stead the following:
The Corporation is authorized to issue 1,500,000 shares of
Common Stock, having a par value of one cent ($0.01) per share, and
200,000 shares of Convertible Cumulative Preferred Preferred Stock,
having a par value of five dollars ($5.00) per share.
II. Article 4 is amended by deleting Article 4 in its entirety and
by substituting in its place and stead the following:
Convertible Cumulative Preferred Stock
The corporation shall be authorized to issue not more than two
hundred thousand (200,000) shares of Convertible Cumulative Preferred
Stock, having a par value of $5.00 per share (the "preferred stock").
The holders of the preferred stock shall be entitled to receive, when
and as declared by the Board of Directors, from the accumulated surplus
or net profits of the corporation, a cumulative annual dividend of
forty cents ($0.40) per share, payable semi-annually on the last
business day of the sixth and twelfth month of each fiscal year of the
corporation, before any dividend shall be set apart or paid on the
common stock. Should the accumulated surplus or net profits of the
corporation be insufficient at any time to pay cumulative dividends on
the preferred stock in whole or in part, such deficiency shall be fully
paid and set apart for payment from future accumulated surplus or net
profits until the full amount of all cumulative dividends Upon the
preferred stock shall have been paid or set apart for payment before
any dividends shall be paid or set apart for payment on the
corporation's common stock.
Convertibility Feature
Each holder of the preferred stock shall be entitled at any
time and from time to time, at his option, to convert all or any
portion of such stock into common stock of the corporation. Upon
conversion, each share of preferred stock so converted shall become one
(1) share of common stock. The corporation shall at all times reserve,
out of its number of authorized shares of common stock, sufficient
shares of said common stock to permit the conversion of preferred stock
into common stock as provided in the foregoing sentence.
Call Feature
The preferred stock may be redeemed in whole-or in part at any
time after five (5) years from the date of issuance thereof at the
option of the Board of Directors upon not less than 60 days' prior
written notice to the holders of record of the preferred stock, given
in such manner and upon such terms and conditions as may be prescribed
in the corporation's by-laws or by a resolution duly adopted by the
Board of Directors, by payment in cash for each share of preferred
stock being thereby redeemed equal to $5.00 per share, in addition to
the payment at the time of such redemption of all unpaid cumulative
dividends accrued on such shares to the date thereof. Any such holder
of the preferred stock may, within thirty (30) days of the giving of
said written notice by the corporation, exercise his right to convert
said stock into common stock as provided in the foregoing paragraph.
Voting of Stock
The holders of the common stock and the holders of the
preferred stock shall together have and exercise all of the voting
power of the corporation for the election of directors and for all
other purposes, voting together as if such common and preferred stock
constituted a single class of stock. Each share of stock, whether of
common or of preferred, shall entitle the holder thereof to one (1)
vote.
Liquidation Distributions
In the event of dissolution: liquidation or winding up of the
corporation, whether voluntary or involuntary, the holders of the
preferred stock shall be entitled to receive out of the net assets of
the corporation the sum of $5.00 per share, plus an amount equal to all
accrued and unpaid cumulative dividends on such shares, whether or not
earned or declared, before any distribution may be made to the holders
of the common stock. The holders of the preferred stock shall not be
entitled to any additional participation in the distribution of the net
assets of the corporation beyond the participation described in the
foregoing sentence.
See text of Amendment attached hereto as Exhibit "A".
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 14th day of December, in the year 1988.
/s/ Bruce E. Buckbee , President
- -----------------------------------------------------------
Bruce E. Buckbee
/s/ Peter B. Finn , Clerk
- -----------------------------------------------------------
Peter B. Finn
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 $575.00
having been paid, said article is deemed to have
been filed with me this 21st day of December, 1998.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Peter B. Finn, Esquire
Rubin and Rudman LLP
50 Rowes Wharf
Boston, MA 02110
Telephone (617) 330-7000
The Commonwealth of Massachusetts
Michael Joseph Connolly, Secretary of State
One Ashburton Place, Boston, Massachusetts 02108
FEDERAL IDENTIFICATION
NO 04-2789250
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 156B, Section 74
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, Steven R. Levisohn, President and Peter B. Finn, Clerk of Sky Club,
Inc. located at One Devonshire Place, Boston, MA 02109 do hereby certify that
the following restatement of the articles of organization of the corporation was
duly adopted at a meeting held on September 23, 1985, by vote of 3,000 shares of
Voting Common out of 1,150 shares outstanding, being at least 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.
1. The name by which the corporation shall be known is:
HEALTH DEVELOPMENT CORPORATION
2. The purpose for which the corporation is formed are as
follows:
(a) to engage in the general development, management and operation of
physical fitness centers including sports fitness and rehabilitation
programs, medical screening, evaluation and testing, nutritional and
dietary, counseling, fitness and recreational exercising; to operate
related recreational activities including the sale of food and
beverages; to buy, sell, and generally deal in recreational and health
products and supplies.
(b) to carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts, whether or not related to
those referred to in the foregoing paragraph.
3. 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:
WITH PAR VALUE
WITHOUT PAR VALUE --------------
----------------- NUMBER OF
CLASS OF STOCK NUMBER OF SHARES SHARES PAR VALUE
- -------------- ---------------- --------- ---------
Preferred None None
Common None 1,500,00 .01
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.
N/A
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 PAGE 6A ATTACHED HERETO.
PAGE 6A
OTHER LAWFUL PROVISIONS
(a) The directors may make, amend or repeal the by-laws in whole or in
part, except with respect to any provision thereof which by law or the by-laws
requires action by the stockholders.
(b) Meetings of the stockholders may be held anywhere in the United
States.
(c) The corporation may be a partner in any business enterprise it
would have power to conduct by itself.
(d) The directors shall have the power to fix, from time to time, their
compensation. No personal shall be disqualified from holding any office by
reason of any interest. In the absence of fraud, any director, officer or
stockholder of this corporation individually, or any individual having any
interest in any concern which is a stockholder of this corporation, or any
concern in which any such directors, officers, stockholders or individuals have
nay interest, may be a party to, may be pecuniarily or otherwise interested in,
any contract, transaction or other act of this corporation, and
(1) such contract, transaction or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or
benefit realized through any such contract, transaction or
act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize
any such contract, transaction or act, and may vote to
authorize the same;
the term "interest" including personal interest and interest as a director,
officer, stockholder, shareholder, trustee, member of beneficiary of any
concern; and
the term "concern" meaning any corporation, association, trust, partnership,
firm, person or other entity other than this corporation.
We further certify that the foregoing restated articles of organization
affect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles: 1, 3, 4, 5
("If there are no such amendments, state "None".)
Briefly describe amendments in space below:
Article 1. The name of the Company has been changed from Sky Club, Inc.
to Health Development Corporation.
Article 3. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Million Five
Hundred Thousand (1,500,000) shares of Common Stock with a par
value of $.01 per share.
Each share of Voting Common Stock, no par value, of the
Corporatio misused and outstanding on the close of business on
the effective date of this amendment (being the date of filing
of the Restated Articles of Organization with the Secretary of
the Commonwealth) is hereby reclassified and changed into one
hundred (100) shares of Common Stock, $.01 par value. Each
share of Non-Voting Common Stock, no par value, of the
Corporation issued and outstanding on the close of business on
the effective date of this amendment is hereby reclassified as
and changed into one hundred (100) shares of Common Stock,
$.01 par value.
Upon the surrender to the Corporation of certificates
representing shares of Voting Common Stock, no par value, or
shares of Non-Voting Common Stock, no par value, issued and
outstanding as of the effective date of this amendment, the
Corporation shall issue to the holders of such certificates
new certificates representing the number of shares of Common
Stock, $.01 par value, into which such issued and outstanding
shares are reclassified as and changed into as provided
herein.
Until such time s a certificate is surrendered and a new
certificate issued, any certificate which theretofore
represented shares of Voting Common Stock, no par value, or
Non-Voting Common Stock, no par value, as the case may be,
shall for all purposes represent, and be deemed to be, shares
of Common Stock, $.01 par value, in an amount equal to the
number of shares of such Common Stock to which the holder
thereof would be entitled as provided herein.
Article 4. There shall no longer be different classes of the Company's
authorized Common Stock. Common Stock of the Company, $.01 par
value, shall be voting stock.
Article 5. The restrictions relating to the transfer of the Company's
Voting Common Stock, no par value, presently set forth in
Article 5 of the Corporation's Articles of Organization are
eliminated in their entirety.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 24th day of September, in the year 1985.
/s/ Bruce E. Buckbee , President
- -----------------------------------------------------------
Bruce E. Buckbee
/s/ Peter B. Finn , Clerk
- -----------------------------------------------------------
Peter B. Finn
The Commonwealth of Massachusetts
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles of
organization, and the filing fee in the amount of
$900.00 having been paid, said articles are
deemed to have been filed with me this 1(st)
day of October, 1985.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of restated Articles of Organization to be sent:
To:
Peter B. Finn, Esquire
Rubin and Rudman LLP
Three Center Plaza, Suite 800
Boston, MA 02108
Telephone: (617) 227-8010
The Commonwealth of Massachusetts
Office of the Massachusetts Secretary of State
Michael Joseph Connolly, Secretary
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF ORGANIZATION
(Under G.I. Ch. 156B)
Incorporators
NAME POST OFFICE ADDRESS
- ---- -------------------
Peter B. Finn Three Center Plaza, Suite 800
Boston, Massachusetts 02108
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:
SKY CLUB, INC.
2. The purpose for which the corporation is formed is as follows:
(a) to engage in the general development, management and operation of
physical fitness centers, including sports fitness and rehabilitation
programs, medical screening, evaluation and testing, nutritional and
dietary counseling, fitness and recreational exercising; to operate
related recreational activities including the sale of food and
beverages; to buy, sell, and generally deal in recreational and health
products and supplies.
(b) to carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts, whether or not related to
those referred to in the foregoing paragraph.
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:
One Devonshire Place, Boston, MA 02109
Penthouse No. 4
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: Steven R Levisohn 30 Evans Road One Devonshire Place
Brookline, MA 02146 Boston, MA
Treasurer: Steven R Levisohn Same As Above Same As Above
Clerk: Peter B. Finn 117 Tudor Road Three Center Plaza
Needham, MA 02192 Suite 800
Boston, MA 02108
Directors: Steven R Levisohn Same As Above Same As Above
Bruce E. Buckbee 5 Mount Pleasant Street One Devonshire Place
Plymouth, MA 02360 Boston, MA
Vice President Bruce E. Buckbee Same As Above Same As Above
c. The date initially adopted on which the corporation's fiscal
year ends is:
December 31st
d. The date initially fixed in the by-laws for the annual meeting
of stockholders of the corporation is:
First Thursday in May
e. The name and business address of the resident agent, if any,
of the corporation is:
N/A
IN WITNESS WHEREOF and under the penalties of perjury, the INCORPORATOR(S)
sign(s) these Articles of Organization this 25th day of April, 1983.
/s/ Peter B. Finn
-----------------------------------------
Peter B. Finn
CONTINUATION SHEET 5A
RESTRICTIONS ON TRANSFER
A. Any stockholder, including the heirs, assigns, executors or administrators of
a deceased stockholder, desiring to sell or transfer such Voting Common stock
owned by him or them, shall first offer it to the corporation through the Board
of Directors, in the manner following:
He shall notify the directors of his desire to sell or transfer by
notice in writing, which notice shall contain the price at which he is willing
to sell or transfer and the name of one arbitrator. The directors shall within
thirty days thereafter either accept the offer or by notice to him in writing
name a second arbitrator and these two shall name a third. It shall then be the
duty of the arbitrators to ascertain the value of the stock, and if any
arbitrator shall neglect or refuse to appear at any meeting appointed by the
arbitrators, a majority may act in the absence of such arbitrator.
After the acceptance of the offer, or the report of the arbitrators as
to the value of the Voting Common Stock, the directors shall have thirty days
within which to purchase the same at such valuation, but if at the expiration of
thirty days, the corporation shall not have exercised the right so to purchase,
the owner of the stock shall be at liberty to dispose of the same in any manner
he may see fit.
No shares of Voting Common Stock shall be sold or transferred on the
books of the corporation until these provisions have been complied with, but the
Board of Directors may in any particular instance waive the requirement.
CONTINUATION SHEET 5A
RESTRICTIONS ON TRANSFER, Cont.
B. No shares of Voting Common Stock shall be issued by the Corporation to any
person who is not then an active employee of the Corporation or its affiliated
companies or trusts, as determined by the Board of Directors. Upon transfer of
any shares to a person who is not an active employee, as determined by the Board
of Directors, the transferred Voting Common Stock shall be automatically
converted into Nonvoting Common Stock and the holder of such transferred shares
shall have no voting rights in the Corporation. Upon termination of a
shareholder's employment with the Corporation or its affiliated companies or
trusts, for any reason, all shares held by such shareholder shall be
automatically converted into Nonvoting Common Stock and such shareholder shall
have no voting rights in the Corporation. For purposes of section, the term
"transfer" shall include all transfers by operation of law as well as all
voluntary transfers including those by sale, assignment, pledge, gift or
otherwise. The Board of Directors may in any particular instance waive or modify
any of the requirements or restrictions set forth herein.
PAGE 6A
OTHER LAWFUL PROVISIONS
(a) The directors may make, amend or repeal the by-laws in whole or in
part, except with respect to any provision thereof which by law or the by-laws
requires action by the stockholders.
(b) Meetings of the stockholders may be held anywhere in the United
States.
(c) The corporation may be a partner in any business enterprise it
would have power to conduct by itself.
(d) The directors shall have the power to fix, from time to time, their
compensation. No personal shall be disqualified from holding any office by
reason of any interest. In the absence of fraud, any director, officer or
stockholder of this corporation individually, or any individual having any
interest in any concern which is a stockholder of this corporation, or any
concern in which any such directors, officers, stockholders or individuals have
nay interest, may be a party to, may be pecuniarily or otherwise interested in,
any contract, transaction or other act of this corporation, and
(1) such contract, transaction or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or
benefit realized through any such contract, transaction or
act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize
any such contract, transaction or act, and may vote to
authorize the same;
the term "interest" including personal interest and interest as a director,
officer, stockholder, shareholder, trustee, member of beneficiary of any
concern; and
the term "concern" meaning any corporation, association, trust, partnership,
firm, person or other entity other than this corporation.
The Commonwealth of Massachusetts
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 12)
I hereby certify that, upon an examination of the
within-written 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 $150.00 having been paid, said articles are
deemed to have been filed with me this 2nd day of
May, 1983.
Effective date
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of restated Articles of Organization to be sent:
To:
Peter B. Finn, Esquire
Guterman, Horvitz, Rubin & Rudman
Three Center Plaza, Suite 800
Boston, MA 02108
Telephone: (617) 227-8010