Exhibit 3.17
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.L. CH. 156B)
ARTICLE I
The name of the corporation is:
BERESTCO, INC.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To hold, own, deal in and dispose of property of all kinds, including without
limitation, real property, personal property and securities; 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 as from time to
time in effect.
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: None
PREFERRED: None PREFERRED: None
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 attached 6A and 6B.
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.
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 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)
60 Cummings Park, Woburn, MA 01801
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 315 Waverly Avenue 315 Waverly Avenue
Newton, MA 02159 Newton, MA 02159
TREASURER: Joseph Crugnale Same as above Same as above
CLERK: Joseph Crugnale Same as above Same as above
DIRECTORS: Joseph Crugnale Same as above Same as above
ASSISTANT James Westra 5 Stage Hill Rd. 5 Stage Hill Rd.
CLERK: Wenham, MA 01984 Wenham, MA 01984
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:
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 19th day of November 1992.
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
Room 1717
FEDERAL IDENTIFICATION
No. 000411812
CERTIFICATE OF CHANGE OF PRINCIPAL OFFICE
General Laws, Chapter 156B, Section 14
I, BERESTCO, INC. Clerk of BERESTCO, INC. having its principal office at 60
CUMMINGS PARK, WOBURN, MA 01801 do hereby certify that pursuant to General Laws,
Chapter 156 B, Section 14, the directors of said corporation have changed the
principal office of the corporation to 14 AUDUBON ROAD, WAKEFIELD, MA 01880.
SUBSCRIBED THIS 30th day of November, 1993, UNDER PENALTIES OF PERJURY.
SIGNATURE: /s/ Joseph Crugnale
JOSEPH CRUGNALE
Clerk