Exhibit 3.23
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:
BERTUCCI'S SECURITIES CORPORATION
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
(a) To engage exclusively in buying, selling, dealing in or holding
securities in its own behalf and not as a broker; and
(b) To engage in only those activities which will not cause
disqualification for security corporation status as provided for by
Massachusetts General Laws Chapter 63, Section 38B or any other
related law.
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 TYPE NUMBER OF PAR
SHARES SHARES VALUE
- ----------------------------- ---------------------------------
- ----------------------------- ---------------------------------
COMMON: 1,000 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 with any class.
None
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 attached.
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 post office address of the corporation IN MASSACHUSETTS is:
60 Cumminings 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 60 Cummings Park
Newton, MA 02159 Woburn, MA 01801
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
Asst. Clerks: James Westra 5 Stage Hill Road 101 Federal Street
Wenham, MA 01984 Boston, MA 02110
Norman Mallett 17 Applewood Road 60 Cummings Park
Pelham, NH 03076 Woburn, MA 01801
c. The Fiscal 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:
None
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 30th day of September 1991.
/S/: JULIE A. TEDESCO
---------------------
Julie A. Tedesco
101 Federal Street, Boston, MA 02110
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.