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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.
JEAN M. BLOOMBERG 50 Barney Hill Road, Wayland
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:
METROPOLITAN PARKING SYSTEM, INC.
2. The purposes for which the corporation is formed are as follows: To build,
maintain and operate buildings, storage house and garages for the storing,
caring for and keeping for hire therein of automobiles, motorcycles and motor
vehicles of every kind, nature and description; to engage in the business of
operating parking lots, garages and similar establishments primarily involved in
the business of renting space for the parking of automobiles and other vehicles;
to establish, maintain and carry on a general business for the parking of
automobiles, motor vehicles and other vehicles of all sorts; to deal in, sell,
operate and let for hire automobiles, motorcycles and motor vehicles of every
kind, nature and description; to purchase, sell, acquire, hold, dispose of,
encumber or deal in all kinds of personal property; to purchase or lease, sell,
mortgage, or otherwise acquire, hold and dispose of any buildings or real
estate, or interests therein in connection with the conduct of the business; to
own, lease or operate any business in conjunction with any other business owned,
leased or operated by the corporation; to carry on in furtherance of these
purposes any activity advantageous to the business of corporation. It is the
intention that the
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
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out. Continuation sheets shall be 8 1/2" x 11" paper and must have a left hand
margin 1 inch wide for binding. Only one side should be used.
obligations and powers specified in the charter shall in no way be restricted by
reference to or inference from the terms of any particular clause herein
contained. To have and to exercise, without limitation, all of the powers
granted by Massachusetts law to business corporations, including those powers
set forth in Section 9 of the General Laws, Chapter 156B, and in any amendment
thereof or addition thereto.
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:
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CLASS OF
STOCK WITHOUT PAR VALUE WITH PAR VALUE
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PAR
NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
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Preferred $
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Common 12,500
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*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: Any stockholder,
including the heirs, executors or administrators of a deceased stockholder,
desiring to sell or transfer such 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 30 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 stock, the
directors shall have 30 days within which to purchase the same at such
valuation, but if at the expiration of 30 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 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.
*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:
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None
If there are no provisions state "None".
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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 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:
210 Lincoln Street, Boston 02111
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: EDWARD P. SETTINO, Jr. Off Plain Street, Marshfield,
Mass.
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Treasurer: GEORGE SHAPIRO 151 Tremont Street, Boston
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Clerk: JEAN M. BLOOMBERG 50 Barney Hill Road, Wayland
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Directors: EDWARD P. SETTINO, Jr. Off Plain Street, Marshfield
GEORGE SHAPIRO 151 Tremont Street, Boston
JEAN M. BLOOMBERG 50 Barney Hill Road, Wayland
c. The date initially adopted on which the corporation's fiscal year ends is:
December 31
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is:
2nd Monday in March
e. The name and business address of the resident agent, if any, of the
corporation is:
IN WITNESS WHEREOF and under the penalties of perjury the above-named
INCORPORATOR(S) sign(s) these Articles of Organization this 3rd day of January
1977.
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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.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
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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 $125.00 having been paid, said
articles are deemed to have been filed with me this 19th day
of January 1977
Effective date
/s/ Paul Guzzi
PAUL GUZZI
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO:
GARGILL & SASSOON, Esqs.
85 Devonshire Street
Boston; 742-3540
FILING FEE: 1/20 of 1% of the total amount of the authorized
capital stock with par value, and one cent a share for
all authorized shares without par value, but not less
than $125. General Laws, Chapter 156B. Shares of stock
with a par value of less than one dollar shall be
deemed to have par value of one dollar per share.
Copy Mailed
FEB 7 19977
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