Exhibit 3.48
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
We, Joshua T. Gaines, *Vice President
and Joshua T. Gaines, "Clerk
of American Medical Response of Massachusetts, Inc.
(Exact name of corporation)
organized under the laws of Massachusetts and herein called the parent
corporation, certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent corporation
is/are:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
- ---- --------------------- --------------------
American Mediwheels
Ambulance Services, Inc. Delaware
2. The parent corporation, at the date of the vote, owned not less than ninety
percent (90%) of the outstanding shares of each class of stock of the subsidiary
corporation or corporations with which it has voted to merge.
Item 3 below may be deleted if all the corporations are organized under the laws
of Massachusetts and if General Laws, Chapter 156B is applicable to them.
3. That in the case of each of the above named corporations, the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
described, and that all action required under the laws of each such state in
connection with this merger has been duly taken.
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to
be signed by officers having corresponding powers and duties.
4. That at a meeting of the directors of the parent corporation, the following
vote, pursuant to General Laws Chapter 156B, Section 82, Subsection (a) was duly
adopted:
See Continuation Sheet 4A.
2
Continuation Sheet 4A.
Merger
VOTED: That this Corporation (hereinafter sometimes referred to as the
"Parent"), which is a business corporation of the Commonwealth of
Massachusetts and the owner of all of the outstanding shares of
American Mediwheels Ambulance Services, Inc., a corporation organized
under the laws of the State of Delaware (referred to hereinafter as the
"Subsidiary Corporation"), does hereby merge the Subsidiary Corporation
into itself pursuant to the applicable laws of Delaware and pursuant to
the provisions of the General Laws of the Commonwealth of
Massachusetts, and does hereby assume all of the liabilities and
obligations of all of the Subsidiary Corporation;
ii.) The Subsidiary Corporation shall cease to exist upon the effective
date and time of the merger herein provided for; and this Corporation
shall continue its existence as the surviving corporation pursuant to
the provisions of the General Laws of the Commonwealth of
Massachusetts.
iii.) The issued shares of the Subsidiary Corporation shall not be
converted in any manner, nor shall any cash or other consideration be
paid or delivered therefore; inasmuch as this Corporation is the sole
stockholder of the Subsidiary Corporation, but each said share which is
issued as of the complete effective date and time of the merger shall
be surrendered and extinguished.
iv.) The Board of Directors or the proper officers of this Corporation
are hereby authorized, empowered and directed to do any and all acts
and things, and to make, execute, deliver, file and/or record any and
all instruments, papers and documents which shall be or become
necessary, proper or convenient to carry out or put into effect any of
the provisions of the merger herein provided for;
v.) The merger herein provided for shall become effective upon filing.
VOTED: That the Subsidiary Corporation be merged into this Corporation, and
that all of the estate, property, rights, privileges, powers and
franchises of the Subsidiary Corporation be vested in, held and enjoyed
by this Corporation as fully and entirely and without change or
diminution as the same were before held and enjoyed by the Subsidiary
Corporation in their names.
3
Certificate of Organization and By-Laws
VOTED: That from and after the effective date and time of the Merger and
thereafter until amended as provided by law, the Articles of
Organization and By-Laws of this Corporation shall be the Articles of
Organization and By-Laws of the surviving corporation, each as in
effect immediately prior to the effective time.
Directors and Officers
VOTED: That each of the directors and officers of this Corporation immediately
prior to effective date and time shall continue in the same position or
positions with the said surviving corporation following the effective
date and time, in each case until his or her successor is elected and
qualified, or until his or her earlier death, resignation or removal.
4
5. The effective date of the 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
Section 6 below may be deleted if the parent corporation is organized under the
laws of Massachusetts.
SIGNED UNDER THE PENALTIES OF PERJURY, this 20th day of October, 1997.
/s/ Joshua T. Gaines , *Vice President.
- ------------------------------------
Joshua T. Gaines
/s/ Joshua T. Gaines , *Clerk
- ------------------------------------
Joshua T. Gaines
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
(MASS. - 1644)
5
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
CareLine - New England, Inc.
Brewster Ambulance Service, Inc.
Housecall Network, Inc.
American Medical Response of
Massachusetts, Inc.
the constituent corporations, into
American Medical Response of
Massachusetts, Inc.
*one of the constituent corporations.
The undersigned officers 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:
None.
6
(For a consolidation) Not applicable.
(a) The purpose of the resulting corporation is to engage in the following
business activities:
N/A
(b) State the total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized to issue.
N/A
WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------- --------------------- ---------
Common: Common:
Preferred: Preferred:
**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.
N/A
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
N/A
**(e) Other lawful provisions, if any, for the conduct and regulation of the
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:
N/A
** If there are no provisions state "None".
7
4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the *resulting / *surviving corporation.
(a) The street address of the *surviving corporation in Massachusetts is: (post
office boxes are not acceptable)
4 Tech Circle, Natick, MA 01760
(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: Michael J. McClymont, 58 LongView Drive, Ridgefield, CT 06877
Treasurer: Wayne S. Rachlen, 30 Michael Lane, Stoughton, MA 02072
Clerk: Garrett F. Casey, Jr., 54 River Street, West Newton, MA 02165
Directors: Paul T. Shirley, 875 Lakeshore Drive, Incline Village, NV 89451
(c) The fiscal year (i.e. tax year) of the *surviving corporation shall end on
the last day of the month of: August
(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:
Garrett F. Casey, Jr., 4 Tech Circle, Natick, MA 01760
The undersigned officers 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.
See attached signature page
______________________________________________________, President
______________________________________________________, Clerk
of American Medical Response of Massachusetts, Inc.
(Name of constituent corporation)
8
See attached signature page
______________________________________________________, President
______________________________________________________, Clerk
of CareLine - New England, Inc., Brewster Ambulance Service, Inc. and Housecall
Network, Inc.
(Name of constituent corporation)
* Delete the inapplicable words
9
The undersigned officers 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/ Joshua T. Gaines Joshua T. Gaines Vice President
- -----------------------------------
/s/ Garrett F. Casey, Jr. Garrett F. Casey, Jr. Clerk
- -----------------------------------
of CareLine-New England, Inc.
/s/ Joshua T. Gaines Joshua T. Gaines Vice President
- -----------------------------------
/s/ Garrett F. Casey, Jr. Garrett F. Casey, Jr. Clerk
- -----------------------------------
of Brewster Ambulance Service, Inc.
/s/ Joshua T. Gaines Joshua T. Gaines Vice President
- -----------------------------------
/s/ Garrett F. Casey, Jr. Garrett F. Casey, Jr. Clerk
- -----------------------------------
of Housecall Network, Inc.
/s/ Joshua T. Gaines Joshua T. Gaines Vice President
- -----------------------------------
/s/ Garrett F. Casey, Jr. Garrett F. Casey, Jr. Clerk
- -----------------------------------
of American Medical Response of Massachusetts, Inc.
10
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 79)
*merger of
Ambulance Systems of America, Inc.,
a Delaware corporation
American Medical Response of
Massachusetts, Inc., a Massachusetts
corporation
the constituent corporations, into
American Medical Response of
Massachusetts, Inc.
*one of the constituent corporations organized under the laws of Massachusetts.
The undersigned officers 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 79, and will be kept as
provided by Subsection (c) thereof. The *resulting / *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
*consolidation / *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.
December 31, 1995
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:
None
(For a consolidation)
(a) The purpose of the resulting corporation is to engage in the following
business activities:
N/A
11
* Delete the inapplicable words.
Note: if the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8-1/2x11 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 as long as each article requiring each addition is
clearly indicated.
(For a consolidation)
(a) State the total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue:
WITHOUT PAR VALUE WITH PAR VALUE
- ----------------------------- -----------------------------------------
TYPE NUMBER OF SHARES TYPE: NUMBER OF SHARES PAR VALUE
- ---- ---------------- ----- ---------------- ---------
Common: Common:
Preferred: Preferred:
** (c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.
N/A
** (d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
N/A
** (e) Other lawful provisions, if any, for the conduct and regulation of the
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.
N/A
Item 4 below may be deleted if the *surviving corporation is organized under the
laws of a state other than Massachusetts.
4. The information contained in Item 4 is not a permanent part of the Articles
of Incorporation of the *surviving corporation.
(a) The street address (post offices boxes are not acceptable) of the *surviving
corporation in Massachusetts is: 67 Batterymarch Street, Boston, MA 02110
** If there are no provisions state "None".
12
(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
Treasurer See Attached Exhibit A.
Clerk
Directors
(c) The fiscal year end (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:
N/A
Item 5 below may be deleted if the resulting/surviving corporation is organized
under the laws of Massachusetts.
5. The *resulting/ *surviving corporation hereby agrees that it may be sued in
the Commonwealth of Massachusetts for any prior obligation of any constituent
Massachusetts corporation, any prior obligation of any constituent foreign
corporation qualified under General Laws, Chapter 181, and any obligations
hereafter incurred by the surviving corporation, including the obligation
created by General Laws, Chapter 156B, Section 85, so long as any liability
remains outstanding against the corporation in the Commonwealth of Massachusetts
and it hereby irrevocably appoints the Secretary of the Commonwealth as its
agent to accept service of process in any action for the enforcement of any such
obligation, including taxes, in the same manner as provided in Chapter 181.
FOR MASSACHUSETTS CORPORATIONS
The undersigned Wayne S. Rachlen *Vice President and Wayne S. Rachlen*Assistant
Clerk of American Medical Response of Massachusetts, Inc., a corporation
organized under the laws of Massachusetts, further state under the penalties of
perjury that the agreement of *merger has been duly executed on behalf of such
corporation and duly approved in the manner required by General Laws, Chapter
156B, Section 85.
/s/ Wayne S. Rachlen *Vice President
- -------------------------------------
Wayne S. Rachlen
/s/ Wayne S. Rachlen *Assistant Clerk
- -------------------------------------
Wayne S. Rachlen
13
FOR CORPORATIONS ORGANIZED IN A STATE OTHER THAN MASSACHUSETTS
The undersigned + Wayne S. Rachlen + of Ambulance Systems of America, Inc., a
corporation organized under the laws of Delaware, further state under the
penalties of perjury that the agreement of *merger has been duly adopted by such
corporation in the manner required by the laws of the State of Delaware.
* Delete the inapplicable words.
+ Specify the officer having powers and duties corresponding to those of the
president or vice president of a Massachusetts corporation organized under
General Laws, Chapter 156B.
++ Specify the officer having powers and duties corresponding to the clerk or
assistant clerk of such a Massachusetts corporation.
+ /s/ Wayne S. Rachlen
-----------------------------------
Wayne S. Rachlen
++ /s/ Wayne S. Rahclen
-----------------------------------
Wayne S. Rachlen
14
EXHIBIT A
Directors and Officers
I. OFFICERS.
NAME RESIDENCE POST OFFICE ADDRESS
- ---- ---------------------- ----------------------------------
President Dominic J. Puopolo 204 Dedham Street
Dover, MA 02030 N/A
Vice President William George 2821 South Parker Road, #1000
Aurora, CO 80014 N/A
Vice President Wayne S. Rachlen 30 Michael Lane
Stoughton, MA 02072 N/A
Treasurer Dominic J. Puopolo Same as above N/A
Clerk Dominic J. Puopolo Same as above N/A
Assistant Clerk William George Same as above N/A
Assistant Clerk Wayne S. Rachlen 30 Michael Lane N/A
Stoughton, MA 02072
II. DIRECTORS.
NAME RESIDENCE POST OFFICE ADDRESS
- ---- ---------------------- -------------------
Dominic J. Puopolo Same as above N/A
Paul M. Verrochi 90 North Main Street N/A
Cohasset, MA 02025
Paul T. Shirley 2410 Empire Grade Road N/A
Santa Cruz, CA 95060
15
November 29, 1995
Office of the Massachusetts Secretary of State
One Ashburton Place
Boston, MA 02108
American Medical Response, Inc., a Delaware corporation qualified to
transact business in Massachusetts is aware of and consents to Norfolk-Bristol
Ambulance Services, Inc., a Massachusetts corporation, amending its corporate
name to be and read as American Medical Response of Massachusetts, Inc.
Sincerely,
/s/ Dominic J. Puopolo
----------------------------------------
Dominic J. Puopolo
Vice President
16
November 29, 1995
Office of the Massachusetts Secretary of State
One Ashburton Place
Boston, MA 02108
American Medical Response of Connecticut, Incorporated, a Connecticut
corporation qualified to transact business in Massachusetts and currently doing
business in Massachusetts as American Medical Response of Massachusetts, Inc.,
is aware of and consents to Norfolk-Bristol Ambulance Services, Inc., a
Massachusetts corporation, amending its corporate name to be and read as
American Medical Response of Massachusetts, Inc.
Sincerely,
/s/ Dominic J. Puopolo
----------------------------------------
Dominic J. Puopolo
Vice President
17
That the Articles of Organization of this Corporation be amended by
changing the Article thereof numbered "First," so that, as amended said Article
shall be and read as follows:
"The name of this Corporation is American Medical Response of
Massachusetts, Inc."
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.
LATER EFFECTIVE DATE: Upon filing.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 29th day of November, in the year 1995.
/s/ Dominic J. Puopolo , President and Clerk
- ------------------------------------
Dominic J. Puopolo
, Clerk/Assistant Clerk
- ------------------------------------
18
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
FEDERAL IDENTIFICATION
NO. 04-2574482
I, Dominic J. Puopolo, President and Clerk of
Norfolk-Bristol Ambulance Services, Inc.
(EXACT Name of Corporation)
located at: 67 Batterymarch Street, Boston, MA 02110
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
I ______________________________________________________________________________
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on November
29, 1995, by vote of:
100 shares of Common out of 100 shares outstanding,
type, class & series (if any)
_____________ shares of ___________________ out of ___ shares outstanding, and
type, class & series (if any)
_____________ shares of ___________________ out of ___ shares outstanding,
type, class & series (if any)
CROSS OUT being at least a majority of each type, class or series
INAPPLICABLE outstanding and entitled to vote thereon:
CLAUSE
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of
paper leaving a left-hand margin of at least 1 inch for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.
19
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS
TYPE NUMBER OF SHARES
- ---- ----------------
COMMON
PREFERRED
WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---------
COMMON
PREFERRED
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS
TYPE NUMBER OF SHARES
- ---- ----------------
COMMON
PREFERRED
WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---------
COMMON
PREFERRED
20
The Commonwealth of Massachusetts
ONE ASHBURTON PLACE FEDERAL IDENTIFICATION
BOSTON, MA 02108 NO. 04-2574482
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114.
Make checks payable to the Commonwealth of Massachusetts.
* * * *
MERGER* OF Worcester Himmer Ambulance Services, Inc.
Norfolk-Bristol Ambulance Services, Inc.
the constituent corporations
into Norfolk-Bristol Ambulance Services, Inc.
one of the constituent corporations*.
The undersigned officers 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 subsections (b) and (c) 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
referred to in paragraph 1 shall be November 30, 1995.
3. (For a merger)
** The following amendments to the articles of organization of the
SURVIVING corporation have been affected pursuant to the
agreement of merger referred to in paragraph 1:
None
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article
may be continued on a single sheet so long as each article requiring each
such addition is clearly indicated.
21
(For a consolidation)
(a) The purposes of the RESULTING corporation are as follows:
N/A
(b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:
N/A
CLASS OF STOCK
WITHOUT PAR VALUE WITH PAR VALUE
----------------- -------------------------------------
NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
---------------- ---------------- --------- ------
Preferred $
Common
**(c) 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
**(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
N/A
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article
may be continued on a single sheet so long as each article requiring each
such addition is clearly indicated.
22
EXHIBIT A
Directors and Officers
I. OFFICERS.
POST OFFICE
NAME RESIDENCE ADDRESS
------------------ ----------------- -----------
President Dominic J. Puopolo 204 Dedham Street N/A
Dover, MA 02030
Treasurer Dominic J. Puopolo Same as above N/A
Clerk Dominic J. Puopolo Same as above N/A
II. DIRECTORS.
NAME RESIDENCE POST OFFICE ADDRESS
- ---- ---------------------- -------------------
Dominic J. Puopolo Same as above N/A
Paul M. Verrochi 90 North Main Street N/A
Cohasset, MA 02025
Paul T. Shirley 2410 Empire Grade Road N/A
Santa Cruz, CA 95060
23
4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.
(a) The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:
67 Batterymarch Street, Boston, MA 02110
(b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:
Name Residence Post Office Address
- ---- ----------------------- -------------------
President See Attached Exhibit A.
Treasurer
Clerk
Directors
(c) The date initially adopted on which the fiscal year of the surviving*
corporation ends is: December 31.
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: Third Thursday in April of each
year.
The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly examined 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/ Dominic J. Puopolo
- --------------------------------------
Dominic J. Puopolo, President* and
Clerk of Worcester Himmer Ambulance
Services, Inc.
(name of constituent corporation)
/s/ Dominic J. Puopolo
- --------------------------------------
Dominic J. Puopolo, President* and
Clerk of Norfolk-Bristol Ambulance
Services, Inc.
(name of constituent corporation)
24
The Commonwealth of Massachusetts
FEDERAL IDENTIFICATION
NO. 04-2803727
FEDERAL IDENTIFICATION
NO. 04-2574482
ONE ASHBURTON PLACE
BOSTON, MA 02108
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78
The fee for filing this certificate is prescribed by General Laws, Chapter
156B, Section 114.
Make checks payable to the Commonwealth of Massachusetts.
* * * *
MERGER* OF Charter Ambulance Services, Inc.
Norfolk-Bristol Ambulance Services, Inc.
the constituent corporations
into Norfolk-Bristol Ambulance Services, Inc.
one of the constituent corporations*.
The undersigned officers 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 subsections (b) and (c) 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
referred to in paragraph 1 shall be November 30, 1995.
3. (For a merger)
** The following amendments to the articles of organization of the
SURVIVING corporation have been affected pursuant to the
agreement of merger referred to in paragraph 1:
None
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article
may be continued on a single sheet so long as each article requiring each
such addition is clearly indicated.
25
(For a consolidation)
(a) The purposes of the RESULTING corporation are as follows:
N/A
(b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:
N/A
CLASS OF STOCK
WITHOUT PAR VALUE WITH PAR VALUE
----------------- -------------------------------------
NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
---------------- ---------------- --------- ------
Preferred $
Common
**(c) 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
**(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
N/A
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article
may be continued on a single sheet so long as each article requiring each
such addition is clearly indicated.
26
EXHIBIT A
Directors and Officers
I. OFFICERS.
POST OFFICE
NAME RESIDENCE ADDRESS
------------------ ----------------- -----------
President Dominic J. Puopolo 204 Dedham Street N/A
Dover, MA 02030
Treasurer Dominic J. Puopolo Same as above N/A
Clerk Dominic J. Puopolo Same as above N/A
II. DIRECTORS.
NAME RESIDENCE POST OFFICE ADDRESS
- ---- ---------------------- -------------------
Dominic J. Puopolo Same as above N/A
Paul M. Verrochi 90 North Main Street N/A
Cohasset, MA 02025
Paul T. Shirley 2410 Empire Grade Road N/A
Santa Cruz, CA 95060
27
4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.
(a) The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:
67 Batterymarch Street, Boston, MA 02110
(b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:
Name Residence Post Office Address
- ---- --------- -------------------
President See Attached Exhibit A.
Treasurer
Clerk
Directors
(c) The date initially adopted on which the fiscal year of the surviving*
corporation ends is: December 31.
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: Third Thursday in April of each
year.
The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly examined 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/ Dominic J. Puopolo
- -----------------------------------
Dominic J. Puopolo, President* and Clerk* of Chaulk Ambulance Services, Inc.
(name of constituent corporation)
/s/ Dominic J. Puopolo
- -----------------------------------
Dominic J. Puopolo, President* and Clerk* of Norfolk-Bristol Ambulance Services,
Inc. (name of constituent corporation)
28
The Commonwealth of Massachusetts Federal Identification
WILLIAM FRANCIS GALVIN No. 04-2317876
Secretary of the Commonwealth
ONE ASHBURTON PLACE Federal Identification
BOSTON, MASS. 02108 No. 04-2574482
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER I56B, SECTION 78
The fee for filing this certificate is prescribed by General Laws, Chapter 156B.
Section 114. Make checks payable to the Commonwealth of Massachusetts.
* * * *
MERGER* OF Chaulk Ambulance Services, Inc.
Norfolk-Bristol Ambulance Services, Inc.
the constituent corporations
into Norfolk-Bristol Ambulance Services, Inc.
one of the constituent corporations*.
The undersigned officers 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 subsections (b) and (c) 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 merger* determined pursuant to the agreement
referred to in paragraph 1 shall be November 30, 1995.
3. (For a merger)
** The following amendments to the articles of organization of the
SURVIVING corporation have been affected pursuant to the agreement of
merger referred to in paragraph 1:
None
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leavings left hand
margin of at least 1 inch for binding. Additions to more than one article
may be continued on a single sheet so long as each article requiring each
such addition is clearly indicated.
29
(For a consolidation)
(a) The purposes of the RESULTING corporation are as follows:
N/A
(b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:
N/A
WITH PAR VALUE
WITHOUT PAR VALUE -------------------------------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
- -------------- ---------------- ---------------- --------- ------
Preferred
Common
**(c) 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
**(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
N/A
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article
may be continued on a single sheet so long as each article requiring each
such addition is clearly indicated.
30
EXHIBIT A
Directors and Officers
I. OFFICERS.
POST OFFICE
NAME RESIDENCE ADDRESS
---- --------- -----------
President Dominic J. Puopolo 204 Dedham Street N/A
Dover, MA 02030
Treasurer Dominic J. Puopolo Same as above N/A
Clerk Dominic J. Puopolo Same as above N/A
II. DIRECTORS.
NAME RESIDENCE POST OFFICE ADDRESS
- ---- --------- -------------------
Dominic J. Puopolo Same as above N/A
Paul M. Verrochi 90 North Main Street N/A
Cohasset, MA 02025
Paul T. Shirley 2410 Empire Grade Road N/A
Santa Cruz, CA 95060
31
4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.
(a) The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:
67 Batterymarch Street, Boston, MA 02110
(b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:
Name Residence Post Office Address
- ---- --------- -------------------
President See Attached Exhibit A.
Treasurer
Clerk
Directors
(c) The date initially adopted on which the fiscal year of the surviving*
corporation ends is: December 31.
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: Third Thursday in April of each
year.
The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly examined 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/ Dominic J. Puopolo
- -------------------------------------
Dominic J. Puopolo, President* and Clerk* of Chaulk Ambulance Services, Inc.
(name of constituent corporation)
/s/ Dominic J. Puopolo
- -------------------------------------
Dominic J. Puopolo, President* and Clerk* of Norfolk-Bristol Ambulance Services,
Inc.(name of constituent corporation)
32
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
Corporations Division
One Ashburton Place, Boston, MA 02108-1512
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth
of Massachusetts.
* * * *
We Robert J. Zammitto, Jr. President* and Clerk* of NORFOLK-BRISTOL AMBULANCE
SERVICES, INC.
name of corporation
organized under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporations are/ is as follows:
State of Date of
Name Organization Organization
- ---- ------------- ------------
PV Leasing Corp. Massachusetts 05/06/91
RPCV Leasing Corp. Massachusetts 05/06/91
2. That the parent corporation owns at least ninety per cent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
3. That in the case of each of the above-named corporations the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
provided for and that all action requited under the laws of each such state in
connection with this merger has been duly taken. (If all the corporations are
organized under the laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)
*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
33
4. That at a meeting of the directors of the parent corporation, the
following vote, pursuant to subsection (a) of General Laws, Chapter 156B,
Section 82, was duly adopted:
SEE EXHIBIT A ATTACHED HERETO
NOTE: Votes for which the space provided is not sufficient should be set out on
continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must
have a left-hand margin 1 inch wide for binding. Only one side should be
used.
34
EXHIBIT A
TO
ARTICLES OF MERGER
OF
NORFOLK-BRISTOL AMBULANCE SERVICES, INC.
RESOLVED: That this Corporation be merged with its wholly-owned
subsidiaries, PV Leasing Corp. ("PV"), a Massachusetts
corporation and RPCV Leasing Corp.("RPCV"), a
Massachusetts corporation, pursuant to and on terms
substantially as set forth in the Agreement of Merger
(the "Merger Agreement") among this Corporation, PV and
RPCV, attached hereto as Exhibit A;
FURTHER
RESOLVED: That the Merger Agreement and the transactions
contemplated thereby are hereby authorized, approved
and adopted in all respects;
5. The effective date of the merger as specified in the vote set out under
Paragraph 4 is
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 4th day of August, 1995.
/s/ Robert J. Zammitto, Jr. President *
-----------------------
Robert J. Zammitto, Jr.
/s/ Robert J. Zammitto, Jr. Clerk *
-----------------------
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
35
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
We Robert J. Zammitto, Jr., President and
Robert J. Zammitto, Sr. Clerk of
ZAM-CUL ENTERPRISES, INC.
(EXACT Name of Corporation)
located at: 41 Cocasset Street, Foxboro, MA 02035
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles
NUMBERED
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended
hereby) of the Articles of Organization were duly adopted by unanimous
Consent dated July 14 1995 by vote of:
100 shares of Common out of 100 shares outstanding,
___ shares of ______ out of ___ shares outstanding, and
___ shares of ______ out of ___ shares outstanding.
CROSS OUT being at least a majority of each type, class or series
INAPPLI- outstanding and entitled to vote thereon;
CABLE being at least two-thirds of each type, class or series
CLAUSE outstanding and entitled to vote thereon and of each type,
class or series of stock whose rights are adversely affected
thereby:
RESOLVED: That the Articles of Organization be and they hereby are
amended to change the name of the Corporation from ZAM-CUL
ENTERPRISES, INC. to NORFOLK-BRISTOL AMBULANCE SERVICES,
INC. and that the President and the Clerk be and they hereby
are authorizer and empowered, acting in the name and on
behalf of this Corporation to execute and file Articles of
Amendment to the Articles of Organization with the Secretary
of State of the Commonwealth of Massachusetts and that the
foregoing amendment take effect when so filed.
36
C
P (1) For amendments adopted pursuant to Chapter 156B, Section 70.
M (2) For amendments adopted pursuant to Chapter 1568, Section 71.
R.A. Note. If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition
is clearly indicated
37
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. LATER EFFECTIVE DATE:
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 14th day of July, in the year 1995.
/s/ Robert J. Zammitto, Jr. President
- -----------------------
Robert J. Zammitto, Jr.
/s/ Steven Prelack Assistant Clerk
- ------------------
Steven Prelack
38
The Commonwealth of Massachusetts
PAUL GUZZI
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS. 02133
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
Incorporators
NAME POST OFFICE ADDRESS
- ---- -------------------
Include given name in full in case of natural
persons; in case of a corporation, give state
of incorporation.
SUSAN E. CULBERT 590 Elm Street, Mansfield, Mass.
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:
ZAM-CUL ENTERPRISES, INC.
2. The purposes for which the corporation is formed are as follows:
See page 1A and 1B
NOTE: If provisions for which the space provided under Articles 2, 4, 5 and 6 is
not sufficient, additions should be set out on continuation sheets to be
numbered 2A, 2B, etc. Indicate under each Article where the provision is set
out. Continuation sheets shall be on 8 1/2" x 11" paper and must have a
left-hand margin 1 inch wide for binding. Only one side should be used.
39
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized is as follows:
WITH PAR VALUE
WITHOUT PAR VALUE -------------------------------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
- -------------- ---------------- ---------------- --------- ------
Preferred None None $
Common 7500 None
*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:
See page 2A
*6. Other lawful provisions, if any, for the conduct and regulation of the
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:
Meetings of the Stockholders of the corporation may be held anywhere in the
United States.
Shares of stock to be issued shall be issued in accordance with a plan adopted
under Section 1244 of the Internal Revenue Code of 1954, as amended.
*If there are no provisions state "None".
40
1A
To organize, maintain and operate for hire a general livery service for the
purpose of transporting persons, baggage, merchandise and freight of every
description by means of automobiles, limousines, ambulances, and vehicles of
every kind, however propelled; to do generally all and every other thing
necessary and incident to the enjoyment of the powers and privileges herein
granted.
To apply for, purchase or in any manner to acquire, outright or by way of
lease, license or otherwise, patents, trade-marks, copyrights, secret processes,
inventions, formulae, and improvements of any and every nature which may be
necessary convenient, incidental or advantageous to the Corporation or for
effecting any of its purposes; and to grant or license the same to others.
To construct, lease, purchase or otherwise acquire real estate and personal
property of any nature, or any interest therein, without limit as to amount or
value, reasonably necessary or convenient for effecting or furthering any or all
of the purposes and powers of the Corporation. To purchase, lease or otherwise
acquire, in whole or in part, as a going concern or otherwise, the business,
good-will, rights, franchises, stocks, bonds, or other securities issued by and
the property of every kind, and assume the whole or any part of the liabilities
of, any person, firm association or Corporation engaged in or authorized to
conduct any business identical with or similar to any business authorized to be
conducted by this Corporation or owning property necessary or suitable for its
purposes, and to exercise all powers necessary or incidental to the conduct of
such business. To hold, own use, manage, operate, improve, lease, license,
mortgage. sell, dispose of or otherwise turn to account or deal with all or any
part of the property of the Corporation or any interest therein.
Insofar as may be permitted by law, to borrow money or otherwise incur
indebtedness or liability for effecting any of its corporate purposes or powers;
to make, accept, indorse, execute and issue promissory notes, bills of exchange,
bonds, debentures or other obligations from time to time, for the purchase of
property, or for effecting any of its corporate purposes or powers; and, if
deemed proper, to secure the payment of any such obligations by mortgage,
pledge, deed of trust, or other hypothecation of any or all of the property of
the Corporation. Insofar as may be permitted by law, to purchase or otherwise
acquire shares of its capital stock or its bonds, debentures or other
obligations and to hold, reissue, resell, exchange, mortgage, pledge,
hypothecate, dispose of, cancel, retire or redeem the same; and to guarantee the
obligations of others.
Insofar as may be permitted by law, to enter into, make, perform and carry
out contracts of any kind with, and to act as agent for, any person, firm,
association or corporation, whether private, public, quasi-public or municipal,
or body politic, whether foreign or domestic, and with and for any domestic or
foreign state or government or territory or colony thereof. To conduct its
business in all branches, and to exercise any and all of its powers so far as
permitted by law, in the Commonwealth of Massachusetts, and in any other
commonwealth or state in or of the United States, and in any Territory,
district, dependency, colony or possession thereof, and in any foreign country,
and to maintain offices and agencies in any part of the world, either within or
without the Commonwealth of Massachusetts.
41
1B
In furtherance and not in limitation of these purposes and powers, to do
any and all things and exercise any and all powers necessary, convenient or
advisable to accomplish one or more of the purposes of the Corporation, or which
shall at any time appear to be for the benefit of the Corporation in connection
therewith, which may now or hereafter be lawful for the Corporation to do or
exercise under and in pursuance of the laws of the Commonwealth of
Massachusetts.
42
2A
Any holder of common no-par stock, including the heirs, executors or
administrators of a deceased stockholder, or any trustee officer having the
right to deal with said shares by operation of law, any holder of stock by
foreclosure of any pledge, hypothecation or security interest, desiring to sell,
dispose of or transfer any such stock owned by him or them, shall first offer
the same to this corporation, through its Board of Directors of his desire to
sell or transfer by notice in writing. The notice shall contain the name of the
proposed transferee, the price at which he is willing to sell or transfer the
same, and 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. These two arbitrators shall name a third within thirty days
thereafter. 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 third arbitrator, 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 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 sell or transfer the same to the transferee
named in his notice.
No shares of 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 requirements.
43
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 data of
filing with the Secretary of the Commonwealth or if later date is desired,
specify date, (not more than 30 days after 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 in Massachusetts is:
590 Elm Street, Mansfield, Mass. 02048
(P. O. Box 371, Mansfield, Mass. 02048)
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: ROBERT J. CULBERT 590 Elm Street, Mansfield, Mass. 02048
(P. O. Box 371, Mansfield, Mass.)
Treasurer: Robert J. Zammitto 17 Wayne Drive, Foxboro, Mass.
Clerk: Valerie L. Zammitto 17 Wayne Drive, Foxboro, Mass.
Directors: Robert J. Culbert 590 Elm Street, Mansfield, Maas. 01048
(P. O. Box 371, Mansfield, Mass.)
Susan E. Culbert 590 Elm Street, Mansfield, Mass. 02048
(P. O. Box 371, Mansfield, Mass.)
Robert J. Zammitto 17 Wayne Drive, Foxboro, Mass.
Valerie L. Zammitto 17 Wayne Drive, Foxboro, Mass.
c. The date initially adopted on which the corporation's fiscal year ends
is: March 31st
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is: third Wednesday in October
e. The name and business address of the resident agent, if any, of the
corporation is: NONE
44
IN WITNESS WHEREOF and under the penalties of perjury the above-named
INCORPORATOR(S) sign(s) these Articles of Organization this 25 day of August
1975.
/s/ Susan E. Culbert
----------------------------------------
SUSAN E. CULBERT
----------------------------------------
----------------------------------------
The signature of each incorporator which is not a natural person must be by 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.
45