Exhibit 3.15
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(UNDER G.L. CH. 156B)
ARTICLE I
THE NAME OF THE CORPORATION IS:
SAL & VINNIE'S SICILIAN STEAKHOUSE, INC.
ARTICLE II
THE PURPOSE OF THE CORPORATION IS TO
ENGAGE IN THE FOLLOWING BUSINESS
ACTIVITIES:
SEE CONTINUATION SHEET 2A
ARTICLE III
THE TYPE 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 NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
COMMON: 200,000 COMMON:
PREFERRED: PREFERRED:
ARTICLE IV
IF MORE THAN ONE TYPE, CLASS OR SERIES IS AUTHORIZED, A DESCRIPTION OF EACH
WITH, IF ANY, THE PREFERENCES, VOTING POWERS, QUALIFICATIONS, SPECIAL OR
RELATIVE RIGHTS OR PRIVILEGES AS TO EACH TYPE AND CLASS THEREOF AND ANY SERIES
NOW ESTABLISHED.
NOT APPLICABLE
ARTICLE V
THE RESTRICTIONS, IF ANY, IMPOSED BY THE ARTICLES OF ORGANIZATION UPON THE
TRANSFER OF SHARES OF STOCK OF ANY CLASS ARE AS FOLLOWS:
NONE.
ARTICLE VI
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: (IF THERE ARE NO PROVISIONS STATE
"NONE")
SEE CONTINUATION SHEETS 6A AND 6B.
CONTINUATION SHEET 2A
2. THE PURPOSE FOR WHICH THE CORPORATION IS FORMED IS AS FOLLOWS: TO OPERATE IN
THE RESTAURANT BUSINESS OR BUSINESS INCIDENTAL THERETO OR IN CONNECTION
THEREWITH; TO SELL, CONVEY, LEASE, EXCHANGE, TRANSFER OR OTHERWISE DISPOSE OF,
OR MORTGAGE, PLEDGE, ENCUMBER OR CREATE A SECURITY INTEREST IN, ALL OR ANY OF
ITS REAL OR PERSONAL PROPERTY, OR ANY INTEREST THEREIN, WHEREVER SITUATED; TO
INVEST, HOLD, MANAGE AND ACQUIRE INTERESTS OF ANY KIND IN ANY ENTITY CARRYING ON
ANY BUSINESS RELATED TO ANY OF THE FOREGOING; TO PURCHASE, TAKE, RECEIVE,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE, OWN, HOLD, VOTE, EMPLOY, SELL, LEND, LEASE
EXCHANGE, TRANSFER OR OTHERWISE DISPOSE OF, MORTGAGE, PLEDGE, USE AND OTHERWISE
DEAL IN AND WITH BONDS AND OTHER OBLIGATIONS, SHARES, OR OTHER SECURITIES OR
INTERESTS ISSUED BY OTHERS, WHETHER ENGAGED IN SIMILAR OR DIFFERENT BUSINESS,
GOVERNMENTAL, OR OTHER ACTIVITIES; TO MAKE CONTRACTS, GIVE GUARANTEES AND INCUR
LIABILITIES, BORROW MONEY AT SUCH RATES OF INTEREST AS THE CORPORATION MAY
DETERMINE, ISSUE ITS NOTES, BONDS AND OTHER OBLIGATIONS, AND SECURE ANY OF ITS
OBLIGATIONS BY MORTGAGE, PLEDGE OR ENCUMBRANCE OF OR SECURITY INTEREST IN, ALL
OR ANY OF ITS PROPERTY OR ANY INTEREST THEREIN, WHEREVER SITUATED; TO LEND
MONEY, INVEST AND REINVEST ITS FUNDS, AND TAKE AND HOLD REAL AND PERSONAL
PROPERTY AS SECURITY FOR THE PAYMENT OF FUNDS SO LOANED OR INVESTED; TO LEND,
EXCHANGE, TRANSFER OR OTHERWISE DISPOSE OF, PLEDGE, USE AND OTHERWISE DEAL IN
AND WITH ITS OWN SHARES; AND TO CARRY ON ANY BUSINESS PERMITTED BY THE LAWS OF
THE COMMONWEALTH OF MASSACHUSETTS TO A CORPORATION ORGANIZED UNDER CHAPTER 156B
OF THE GENERAL LAWS.
CONTINUATION SHEET 6A
6. OTHER LAWFUL PROVISIONS 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:
NO DIRECTOR OR OFFICER SHALL BE DISQUALIFIED BY HIS OFFICE FROM DEALING OR
CONTRACTING AS VENDOR, PURCHASER OR OTHERWISE, WHETHER IN HIS INDIVIDUAL
CAPACITY OR THROUGH ANY OTHER CORPORATION, TRUST, ASSOCIATION, FIRM OR JOINT
VENTURE IN WHICH HE IS INTERESTED AS A STOCKHOLDER, DIRECTOR, TRUSTEE, PARTNER
OR OTHERWISE, WITH THE CORPORATION OR ANY CORPORATION, TRUST, ASSOCIATION, FIRM
OR JOINT VENTURE IN WHICH THE CORPORATION SHALL BE A STOCKHOLDER OR OTHERWISE
INTERESTED OR WHICH SHALL HOLD STOCK OR BE OTHERWISE INTERESTED IN THE
CORPORATION, NOR SHALL ANY SUCH DEALING OR CONTRACT BE AVOIDED, NOR SHALL ANY
DIRECTOR OR OFFICER SO DEALING OR CONTRACTING BE LIABLE TO ACCOUNT FOR ANY
PROFIT OR BENEFIT REALIZED THROUGH ANY SUCH DEALING OR CONTRACT TO THE
CORPORATION OR TO ANY STOCKHOLDER OR CREDITOR THEREOF SOLELY BECAUSE OF THE
FIDUCIARY RELATIONSHIP ESTABLISHED BY REASON OF HIS HOLDING SUCH DIRECTORSHIP OR
OFFICE. ANY SUCH INTEREST OF A DIRECTOR SHALL NOT DISQUALIFY HIM FROM BEING
COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM AT ANY MEETING NOR SHALL ANY
SUCH INTEREST DISQUALIFY HIM FROM VOTING OR CONSENTING AS A DIRECTOR OR HAVING
HIS VOTE OR CONSENT COUNTED IN CONNECTION WITH ANY SUCH DEALING OR CONTRACT.
NO STOCKHOLDER SHALL BE DISQUALIFIED FROM DEALING OR CONTRACTING AS VENDOR,
PURCHASER OR OTHERWISE, EITHER IN HIS INDIVIDUAL CAPACITY OR THROUGH ANY OTHER
CORPORATION, TRUST, ASSOCIATION, FIRM OR JOINT VENTURE IN WHICH HE IS INTERESTED
AS A STOCKHOLDER, DIRECTOR, TRUSTEE, PARTNER OR OTHERWISE, WITH THE CORPORATION
OR ANY CORPORATION, TRUST, ASSOCIATION, FIRM OR JOINT VENTURE IN WHICH THE
CORPORATION SHALL BE A STOCKHOLDER OR OTHERWISE INTERESTED OR WHICH SHALL HOLD
STOCK OR BE OTHERWISE INTERESTED IN THE CORPORATION, NOR SHALL ANY SUCH DEALING
OR CONTRACT BE AVOIDED, NOR SHALL ANY STOCKHOLDER SO DEALING OR CONTRACTING BE
LIABLE TO ACCOUNT FOR ANY PROFIT OR BENEFIT REALIZED THROUGH ANY SUCH CONTRACT
OR DEALING TO THE CORPORATION OR TO ANY STOCKHOLDER OR CREDITOR THEREOF BY
REASON OF SUCH STOCKHOLDER HOLDING STOCK IN THE CORPORATION TO ANY AMOUNT, NOR
SHALL ANY FIDUCIARY RELATIONSHIP BE DEEMED TO BE ESTABLISHED BY SUCH
STOCKHOLDING.
MEETINGS OF THE STOCKHOLDERS OF THE CORPORATION MAY BE HELD AT ANY PLACE
WITHIN THE UNITED STATES.
THE CORPORATION MAY BE A PARTNER IN ANY BUSINESS ENTERPRISE IT WOULD HAVE
POWER TO CONDUCT BY ITSELF.
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.
CONTINUATION SHEET 6B
NO DIRECTOR OF THE CORPORATION SHALL BE LIABLE TO THE CORPORATION OR ITS
STOCKHOLDERS FOR MONETARY DAMAGES FOR BREACH OF FIDUCIARY DUTY AS A DIRECTOR
NOTWITHSTANDING ANY STATUTORY PROVISION OR OTHER LAW IMPOSING SUCH LIABILITY,
EXCEPT FOR 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 OR WHICH INVOLVE INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF
LAW, (III) UNDER SECTIONS 61 OR 62 OF CHAPTER 156B OF THE MASSACHUSETTS GENERAL
LAWS, OR (IV) FOR ANY TRANSACTION FROM WHICH THE DIRECTOR DERIVED AN IMPROPER
PERSONAL BENEFIT. NO AMENDMENT OR REPEAL OF THIS PARAGRAPH SHALL APPLY TO OR
HAVE ANY EFFECT ON THE LIABILITY OR ALLEGED LIABILITY OF ANY DIRECTOR OF THE
CORPORATION FOR OR WITH RESPECT TO ANY ACTS OR OMISSIONS OF SUCH DIRECTOR
OCCURRING PRIOR TO SUCH AMENDMENT OR REPEAL.
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 FILING THE APPROPRIATE FORM
PROVIDED THEREFOR.
ARTICLE VIII
A. THE STREET ADDRESS OF THE CORPORATION IN MASSACHUSETTS IS: (POST OFFICE BOXES
ARE NOT ACCEPTABLE)
14 AUDUBON ROAD, WAKEFIELD, MASSACHUSETTS 01880
B. THE NAME, RESIDENCE AND POST OFFICE ADDRESS (IF DIFFERENT) OF THE DIRECTORS
AND OFFICERS OF THE CORPORATION ARE AS FOLLOWS:
NAME RESIDENCE POST OFFICE ADDRESS
PRESIDENT: JOSEPH CRUGNALE 567 CONCORD AVE.
BELMONT, MA 02178
TREASURER: JOSEPH CRUGNALE 567 CONCORD AVE.
BELMONT, MA 02178
CLERK: JOSEPH CRUGNALE 567 CONCORD AVE.
BELMONT, MA 02178
DIRECTOR: JOSEPH CRUGNALE 567 CONCORD AVE.
BELMONT, MA 02178
ASST.
CLERK NORMAN S. MALLETT, 17 APPLEWOOD RD., PELHAM, NH 03076
ASST. JAMES WESTRA, 5 STAGE HILL ROAD, WENHAM, MA 01984
CLERK
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: N/A
ARTICLE IX
BY-LAWS OF THE CORPORATION HAVE BEEN DUTY ADOPTED AND THE PRESIDENT, TREASURER,
CLERK AND DIRECTORS WHOSE NAMES ARE SET FORTH ABOVE, HAVE BEEN DUTY 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 ARTICLES OF
ORGANIZATION AS INCORPORATOR(S) THIS 23RD DAY OF NOVEMBER 1994
/S/ THOMAS A. GIACCHETTO
THOMAS A. GIACCHETTO, SOLE INCORPORATOR
HUTCHINS, WHEELER & DITTMAR
A PROFESSIONAL CORPORATION
101 FEDERAL STREET
BOSTON, MA 02110