1
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin FEDERAL IDENTIFICATION
Secretary of the Commonwealth NO. 04-3223993
----------
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02103
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
We, Edward P. Settino, Jr. And , President, and
Andrew R. Bulens Clerk of
METROPOLITAN MARINA MANAGEMENT, INC.
- ----------------------------------------------------------------------
(EXACT Name of Corporation)
Located at: 84 Seattle Street, Allston, MA 02134
----------------------------------------------------------
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
ARTICLE I AND ARTICLE II
- ----------------------------------------------------------------------
(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 March 20,
--------
1996, 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 all of each type, class or series outstanding and
INAPPLICABLE entitled to vote thereon:
CLAUSE
VOTED To change the name of this corporation to read as follows:
"EVENTS PARKING CO., INC."
VOTED By adding at the beginning of the first sentence of ARTICLE II
the following: "To own, maintain and operate a parking
facility; to operate and manage parking facilities owned by
others; to operate and manage parking facilities from time to
time at public events.
(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 81/2 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.
2
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.
EFFECTIVE DATE:
-------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 20th day of March, in the year 1996.
/s/ Edward P. Settino, Jr. President
- ----------------------------------------------------------------
Edward P. Settino, Jr. President
/s/ Andrew R. Bulens Clerk
- ----------------------------------------------------------------
Andrew R. Bulens, Clerk
-2-
3
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 $100 having been paid, said articles are
deemed to have been filed with me this 29th day of MARCH 1996.
/s/ William Francis Galvin
Secretary of the Commonwealth
-----------------------------------------
A TRUE COPY ATTEST
/S/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 8/27/98 CLERK
---------- ----------
-----------------------------------------
TO BE FILLED IN BY COPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Gary Banks, Esquire
-----------------------------------------------------
10 Winthrop Square - 2nd Floor
-----------------------------------------------------
Boston, MA 02110
-----------------------------------------------------
Telephone: (617) 350-3050
--------------------------------------------
-3-
4
The Commonwealth of Massachusetts
Office of the Secretary of State
Michael J. Connolly, Secretary
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
ARTICLE I
The name of the corporation is:
METROPOLITAN MARINA MANAGEMNT, INC.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
To build, maintain, and/or operate marinas; To build, maintain and/or
operate any buildings and any other facilities in connection with the operation
of marinas; To provide fuel for use by any commercial or pleasure boats of any
kind or description; To provide for the hauling, storage, repair and maintenance
of any boat of any type or description; To deal in, sell, operate and let for
hire boats of any kind or description ; To deal in, sell operate and let for
hire boats of any kind or 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 the corporation; To apply
for, obtain and hold any and all licenses or permits needed to conduct any
activity or action which this corporation is authorized to conduct; To enter
into licensing, franchising, or marketing agreements with respect to any trade
names, patents, copyrights or other items of protectable intellectual property;
To prepare and serve food for on premises or off premises consumption; To
exercise all powers permitted to be exercised by a corporation in Section 9 of
Chapter 156B of the Massachusetts General Laws; To carry on any business
permitted by the laws of the Commonwealth of Massachusetts to a corporation
organized under Chapter 156B.
In furtherance and not in limitation of the foregoing purposes and powers
to do so, to have all powers necessary, convenient or advisable to accomplish
one or more of the purposes of this corporation, or which are calculated
directly or indirectly to promote or enhance the value of its property, which
may or hereafter be lawful for the corporation to do or exercise under and in
pursuance of the laws of the Commonwealth of Massachusetts.
-4-
5
ARTICLE III
The types and classes of stock and the total number of shares and par
value, if any, of each type and class of stock which the corporation is
authorized to issue is as follows:
=================================== ========================================
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ----------------------------------- ----------------------------------------
TYPE NO. OF SHARES TYPE NO. OF SHARES PAR VALUE
- ----------------------------------- ----------------------------------------
COMMON 200,000 COMMON
- ----------------------------------- ----------------------------------------
PREFERRED PREFERRED
=================================== ========================================
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
See Continuation Sheet 5A attached hereto and made a part hereof.
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for it 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: (If there are no provisions state
"None".)
See Continuation Sheet 6A attached hereto and made a part hereof.
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
-5-
6
Metropolitan Marina Management, Inc.
---------------------
Continuation Sheet 6A
(Item 6 continued)
The By-Laws may provide that the directors may make, amend or repeal the By-Laws
in part or in whole to the extent permitted by law.
The corporation may be a partner in any business enterprise which it would
itself have the power to direct.
A director of the corporation shall not be personally liable to the corporation
for monetary damages for breach of fiduciary duty as a director. Such liability
is hereby eliminated, not withstanding any provision of law imposing such
liability; provided, however, that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith which involved intentional misconduct or a knowing violation of law, (iii)
under Sections 61 or 62 of Chapter 156B of the Massachusetts General Laws or
(iv) from any transaction from which the director derived an improper personal
benefit, it being the intention of this provision to limit the liability of a
director to the maximum extent allowed by law. If the Business Corporation Law
hereafter is amended to authorize the further elimination of, or limitation on,
the liability of directors, then the liability of a director of the corporation,
in addition to the limitation of personal liability provided herein, shall be
limited to the fullest extent permitted by such amendment or amendments. Any
repeal or modification of this provision by the stockholders of the corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of a corporation existing at the time of such
repeal or modification. The benefits of this provision shall be cumulative and
not in limitation of any other provision of law, including but not limited to
any provision affording the benefit of indemnification to directors of the
corporation.
-6-
7
Metropolitan Marina Management
---------------------
Continuation Sheet 5A
(Item 5 continued)
Any stockholder, including the heirs, executors or the 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 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
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.
-7-
8
ARTICLE VII
The effective date of organization of the corporation 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.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The street address of the corporation IN MASSACHUSETTS is: (post office
boxes are not acceptable)
20 Linden Street, Boston, MA 02134
b. The name, residence and post office address (if different) of the
directors and officers of the corporation are:
NAME RESIDENCE POST OFFICE ADDRESS
President: Edward P. Settino, Jr. 67 Shadow Lake Road Salem, NH 03079
Treasurer: Edward P. Settino, Jr. " " " "
Clerk: Andrew R. Bulens 326 High Street Abington, MA 02351
Directors: Edward P. Settino, Jr. 67 Shadow Lake Road Salem, NH 03079
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of:
December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
any, is: NA
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose
signature(s) appear below as incorporator(s) and whose names and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this
-8-
9
7th day of March 1994.
/s/ Edward P. Settino, Jr.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note: If an existing corporation is acting as incorporator, type in the exact
name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation
and the title he/she holds or other authority by which such action is
taken.
-9-
10
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
=============================================
I hereby certify that, upon examination of these 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 $200 having been
paid, said articles are deemed to have been filed with me this
8th day of March 1994.
/s/ Michael J. Connolly
MICHAEL J. CONNOLLY
Secretary of State
-----------------------------------------
A TRUE COPY ATTEST
/S/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 3/31/98 CLERK
----------- -----------
-----------------------------------------
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT TO:
WILLIAM T. CORBETT, ESQ.
---------------------------------------------------
41 Temple Street
---------------------------------------------------
Boston, MA 02114
---------------------------------------------------
Telephone: (617) 573-8189
---------------------------------------
-10-