1
EXHIBIT 3.9
STATE Of MAINE.
------------------
Certificate of Organization of a Corporation under the General Law.
------------------
The undersigned, officers of a corporation organized at Bangor, Maine, at
a meeting of the signers of the articles of agreement therefor, duly called and
held at the Director's Room of B. & A. R. R. Co., in the city of Bangor on
Saturday the 29th day of October A.D. 1904, hereby certify as follows:
The name of said corporation is Bangor Investment Company.
The purposes of said corporation are purchasing, acquiring, owning and
selling real estate and the stock, and bonds of other corporations, and of
improving real estate, leasing its real estate, and acquiring by lease real
estate, from other persons or corporations, and of doing all things necessary,
useful or convenient in carrying on any of its aforesaid business.
2
The amount of capital stock is one hundred and fifty thousand dollars,
($150,000)
The amount of common stock is one hundred and fifty thousand dollars,
($150,000)
The amount of capital stock already paid in is nothing
The par value of the shares is one dollar ($1)
The names and residences of the owners of said shares are as follows:
NAMES. RESIDENCES. NO. OF SHARES.
COMMON
Franklin W. Cram Bangor, Maine, 1
Frederick H. Appleton Bangor, Maine, 1
Charles H. Wood Bangor, Maine, 1
Remaining in treasury 149,997
3
Said corporation is located at Bangor in the County of Penobscot
The number of directors is three and their names are Franklin W. Cram,
Frederick H. Appleton and Charles H. Wood,
The name of the clerk is Frederick H. Appleton and his residence is Bangor,
Maine. The undersigned, Franklin W. Cram, is president; the undersigned,
Frederick H. Appleton is treasurer; and the undersigned, Franklin W. Cram,
Frederick H. Appleton, and Charles H. Wood are a majority of the directors of
said corporation.
Witness our hands this 29th day of October A.D. 1904.
Franklin W. Cram, President.
-----------------------
Frederick H. Appleton, Treasurer.
-----------------------
Franklin W. Cram.)
-----------------------
Frederick H. Appleton)
----------------------- Directors.
Charles H. Wood)
-----------------------
Penobscot ss. October 29th, A.D. 1904.
Then personally appeared Franklin W. Cram, Frederick H. Appleton and
Charles H. Wood and severally made oath to the foregoing certificate, that the
same is true.
Before me,
Hugh R. Chaplin
---------------------------- Justice of the Peace.
------------------------
STATE OF MAINE
------------------------
Attorney General's Office, October 31, A.D. 1904.
I hereby certify that I have examined the foregoing certificate, and the
same is properly drawn and signed, and is conformable to the constitution and
laws of the State.
Geo. M. Seiders,
---------------------------- Attorney General
4
To the Honorable Secretary of the State of Maine:
I, Frederick H. Appleton of Bangor, County of Penobscot and State of
Maine, hereby certify that I am Clerk of the Bangor Investment Company, a
corporation duly organized under the laws of the State of Maine, having its
principal office at said Bangor, Maine; that at a special meeting of the
Stockholders of said Corporation held at the principal office thereof on the
Fifth day of November, 1907, at which meeting a majority of the capital stock
of said corporation issued and outstanding was represented in person or by
proxy, it was unanimously voted as follows, to wit,
WHEREAS it appears that the amount of capital stock of this corporation is
insufficient for the purposes for which said corporation is organized, therefore
Resolved, that the capital stock of this corporation be increased from the
sum of $150,000 consisting of 150,000 shares of the par value of one dollar
each to the sum of $250,000 consisting of 250,000 shares of the par value of
one dollar each; that the By-Laws be amended in accordance herewith; that the
Clerk file with the Secretary of State a certificate of the action of this
meeting and obtain his certificate therefor within ten days thereof that the
Treasurer pay to the Treasurer of State the necessary fee required for such
increase.
I further certify that said meeting was duly and legally called and
notified in accordance with the provisions of the By-Laws of the corporation,
and that the action proposed to be taken at said meeting was specified in said
notice.
Dated Bangor, Maine, November 6, 1907.
/s/ FREDERICK H. APPLETON
Clerk.
5
AGREEMENT for merger and consolidation of Katahdin Warehouse Company and
Aroostook Construction Company with and into Bangor Investment Company.
- - - -
AGREEMENT dated this twenty-third day of May, 1925, by and between
Katahdin Warehouse Company, Aroostook Construction Company, and Bangor
Investment Company, all corporations organized and existing under the laws of
the State of Maine, having offices and principal places of business at Bangor,
County of Penobscot in said State.
WHEREAS Bangor Investment Company is the owner of the entire outstanding
capital stock of Katahdin Warehouse Company, consisting of Five Thousand (5000)
shares of par value One (1) Dollar per share, and
WHEREAS the owners of the shares of capital stock of Bangor Investment
Company and the owners of the shares of capital stock of Aroostook Construction
Company are identical and, in percentage to the total outstanding shares of
each of said Companies, the number of shares held by each of said owners in
each of said Companies is identical, and
WHEREAS Aroostook Construction Company has liquidated its assets and has
paid, or has provided for payment, of all known liabilities, and has made
distribution in cash of substantially the entire amount received in liquidation
of its assets, and now holds no property of any kind, name or nature, either
real or personal, except a small cash balance in the bank, and
WHEREAS the affairs of Bangor Investment Company, Katahdin Warehouse
Company, and Aroostook Construction Company, can be more efficiently and
economically managed if said affairs are under one sole management and control,
and
WHEREAS it is for the best interests of the stockholders and in the
interests of better conduct of business, that the affairs of said three
Companies be placed under one sole management and control
6
- 2 -
to be effected by merging and consolidating said Katahdin Warehouse Company and
said Aroostook Construction Company with and into Bangor Investment Company, so
that thereafter Bangor Investment Company shall have, exercise and own all the
property, rights, privileges and powers of Katahdin Warehouse Company and of
Aroostook Construction Company, in addition to the property, rights, privileges
and powers by it now held, and shall be subject to all the duties, obligations
and liabilities of said Katahdin Warehouse Company and of said Aroostook
Construction Company, in addition to its own present duties, obligations and
liabilities,
NOW THEREFORE, Bangor Investment Company, Katahdin Warehouse Company, and
Aroostook Construction Company, all corporations of the State of Maine, and all
having offices and principal places of business at Bangor, in the County of
Penobscot in said State, pursuant to legal authority given by their
stockholders at meetings for that purpose duly called and legally held, do
hereby enter into this agreement of merger and consolidation:
1. Katahdin Warehouse Company will execute an instrument conveying
to Bangor Investment Company all its right, title and interest in and to
any property, whether real or personal, which it may have or shall be
entitled to, and also conveying all its rights, title, privileges and
powers; recordation of said instrument shall be conclusive evidence of the
assumption by Bangor Investment Company of all the duties, obligations and
liabilities of Katahdin Warehouse Company.
2. Aroostook Construction Company will executive an instrument
conveying to Bangor Investment Company all its right, title and interest
in and to any property, whether real or personal, which it may have or
shall be entitled to, and also conveying all its right, title, privileges
and powers; recordation of said instrument shall be conclusive evidence of
the assumption by Bangor Investment Company of all the duties, obligations
and liabilities of Aroostook Construction Company.
3. The shares of capital stock of Katahdin Warehouse Company owned
by Bangor Investment Company, to-wit: Five Thousand (5000) shares of par
value One (1) Dollar per share, and constituting the entire capital stock
of said Katahdin Warehouse Company, are to be cancelled and destroyed.
4. The shares of capital stock of Aroostook Construction Company,
consisting of Five Thousand (5000) shares of par value One Hundred (100)
Dollars per share, are to be
7
-3-
surrendered to Bangor Investment Company, and by it cancelled and destroyed.
5. There shall be no change in the capitalization of Bangor Investment
Company, and the present outstanding capital stock of Bangor Investment
Company, to-wit: One Hundred Fifty-Eight Thousand Five Hundred and Seventy
(158,570) shares of par value One (1) Dollar per share, shall be the capital
stock of Bangor Investment Company as said Company shall exist when the merger
and consolidation of Katahdin Warehouse Company and Aroostook Construction
Company with and into Bangor Investment Company shall have been completed and
shall have become effective.
6. All cash and miscellaneous property of Katahdin Warehouse Company
shall be turned over and delivered to Bangor Investment Company.
7. All cash and miscellaneous property of Aroostook Construction Company
shall be turned over and delivered to Bangor Investment Company.
8. Upon completion of the merger and consolidation of Katahdin Warehouse
Company and Aroostook Construction Company with and into Bangor Investment
Company, the consolidated corporation, under the name of Bangor Investment
Company, shall enjoy all the property, rights, privileges and powers previously
by it held, and also shall have and enjoy all the property, rights, privileges
and powers of Katahdin Warehouse Company and of Aroostook Construction Company;
the corporate franchises, entity and existence of Katahdin Warehouse Company and
of Aroostook Construction Company shall be continued in, merged into, and
consolidated with, the Bangor Investment Company, and the Bangor Investment
Company shall be fully vested therewith; and upon the taking effect of this
agreement the corporate existence of Katahdin Warehouse Company and of Aroostook
Construction Company shall cease except as so continued in, merged into, and
consolidated with Bangor Investment Company.
9. Upon completion of the merger and consolidation Bangor Investment
Company will assume, and from the effective date of such merger and
consolidation shall be responsible for, all the duties, obligations and
liabilities of Katahdin Warehouse Company and of Aroostook Construction
Company; all and singular the rights, privileges, powers and franchises, and
all the property, real, personal and mixed, belonging either to Katahdin
Warehouse Company or to Aroostook Construction Company, and all debts due to
either of said Companies on whatever account, shall forthwith be vested in
Bangor Investment Company, and the title to any real estate or other property
vested in either Katahdin Warehouse Company or Aroostook Construction Company,
whether by deed or otherwise, shall not revert or be in any way impaired by
reason of such merger and consolidation; provided, however, that all rights of
creditors and all liens upon the property of Katahdin Warehouse Company and of
Aroostook Construction Company shall be preserved and remain unimpaired,
8
-4-
and all debts, liabilities and duties of Katahdin Warehouse Company and of
Aroostook Construction Company shall thenceforth and thereafter attach to
Bangor Investment Company and may be enforced against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by it, it
being expressly provided that the merger and consolidation herein provided for
shall not in any manner impair the rights of any creditor of Katahdin
Warehouse Company or of Aroostook Construction Company.
10. From and after the completion of the merger and consolidation the
corporate existence of said Katahdin Warehouse Company and of said Aroostook
Construction Company will be continued in and become a part of the corporate
existence of Bangor Investment Company, but under the name of said latter
Company; the officers and directors of Bangor Investment Company as at present
elected, or appointed, and serving, shall continue as the officers and directors
of the consolidated corporation to be known as Bangor Investment Company, and
the By-laws of Bangor Investment Company as at present in effect shall continue
as the By-laws of the consolidated corporation to be known as Bangor Investment
Company, and all business shall be done in the name of Bangor Investment
Company, and the present corporate seal of the Bangor Investment Company shall
be the corporate seal of the consolidated corporation; and said consolidated
corporation, under the name of Bangor Investment Company, shall have full power
to sell, convey, transfer, lease or otherwise dispose of, in the ordinary course
of business, any and all property formerly standing in the name of either
Katahdin Warehouse Company or Aroostook Construction Company.
11. When the agreement of merger and consolidation duly has been executed
by the proper officers of the respective corporations, the same shall be
submitted to the Attorney General of the State of Maine for his approval, and
when said agreement has had the approval of said Attorney General it shall be
recorded in the Registry Deeds for Penobscot County, the County in which all of
the corporations involved are located, and after said agreement has been
endorsed with respect to filing and recordation in said County, the same shall
be filed in the office of the Secretary of State of the State of Maine.
12. The merger and consolidation of said Katahdin Warehouse Company and
said Aroostook Construction Company with and into Bangor Investment Company
shall be and become complete and effective when duly executed counterpart of
this agreement shall have been filed in the office of the Secretary of the State
of Maine, and note of such filing duly made thereon; immediately upon the
merger and consolidation becoming effective, the agreement therefor, bearing
notation of filing with the Secretary of State of the State of Maine, shall be
filed in the Counties of Aroostook, Piscataquis and Waldo, in which said
Counties one or more of said corporation is the owner of property, real or
personal.
13. When the duly executed counterpart of this agreement shall be filed
with the Secretary of State of the State of Maine, there shall be filed
therewith -
9
-5-
(a) Affidavit by the Clerk of the Corporation, Katahdin
Warehouse Company, that at a meeting duly called for the purpose, legal
authority was given by the stockholders authorizing the merger and
consolidation, said affidavit to state the number of shares of stock
represented, the number voting in favor, and the number voting against,
and attached thereto a certified copy of the call for the meeting.
(b) Affidavit by the Clerk of the Corporation, Aroostook
Construction Company, that at a meeting duly called for the purpose, legal
authority was given by the stockholders authorizing the merger and
consolidation, said affidavit to state the number of shares of stock
represented, the number voting in favor, and the number voting against,
and attached thereto a certified copy of the call for the meeting.
(c) Affidavit by the Clerk of the Corporation, Bangor
Investment Company, that at a meeting duly called for the purpose, legal
authority was given by the stockholders authorizing the merger and
consolidation, said affidavit to state the number of shares of stock
represented, the number voting in favor, and the number voting against,
and attached thereto a certified copy of the call for the meeting.
14. The consolidated corporation to be known as Bangor Investment Company
shall pay all expenses of merger and consolidation, including all fees
required by the statutes of the State of Maine, and all proper legal expenses.
IN WITNESS WHEREOF Bangor Investment Company, acting by its President
thereunto duly authorized, Katahdin Warehouse Company, acting by its President
thereunto duly authorized, and Aroostook Construction Company, acting by its
President thereunto duly authorized, have caused this agreement of merger and
consolidation to be signed in six counterparts and the respective corporate
seals hereto affixed and attested by the Clerk of the Corporation, this
twenty-third day May, 1925.
Attest: BANGOR INVESTMENT COMPANY
By
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
- --------------------------- -----------------------------
Clerk of the Corporation President
Attest: KATAHDIN WAREHOUSE COMPANY
By
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
- --------------------------- -----------------------------
Clerk of the Corporation President
Attest: AROOSTOOK CONSTRUCTION COMPANY
By
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
- --------------------------- -----------------------------
Clerk of the Corporation President
10
STATE OF MAINE
Penobscot ss:
On the 23rd day of May, 1925, Percy R. Todd, to me personally known,
who, being by me duly sworn, did depose and say that he resides in Bangor,
County of Penobscot, State of Maine; that he is President of Bangor Investment
Company, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and attestation thereof was made in his
presence by Wingate F. Cram, Clerk of the Corporation, by similar order of the
Board of Directors thereof; and that he, the said Percy R. Todd, signed his name
thereto as President of Bangor Investment Company, for and in behalf of said
Company, by like order, and he acknowledged the foregoing instrument to be his
free act and deed in his said capacity as President of said corporation, and the
free act and deed of said corporation.
Before me,
/s/HENRY J. HART
----------------------
Henry J. Hart
Notary Public
[SEAL]
(My commission expires May 21, 1931)
11
STATE OF MAINE
Penobscot ss:
On the 23rd day of May, 1925, I.K. Stetson, to me personally known,
who, being by me duly sworn, did depose and say that he resides in Bangor,
County of Penobscot, State of Maine; that he is President of Katahdin Warehouse
Company, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and attestation thereof was made in his
presence by P.A. Hubbard, Clerk of the Corporation, by similar order of the
Board of Directors thereof; and that he, the said I.K. Stetson, signed his name
thereto as President of Katahdin Warehouse Company, for and in behalf of the
said Company, by like order, and he acknowledged the foregoing instrument to be
his free act and deed in his said capacity as President of said corporation, and
the free act and deed of said corporation.
Before me,
/s/HENRY J. HART
----------------------
Henry J. Hart
Notary Public
[SEAL]
(My commission expires May 21, 1931)
12
STATE OF MAINE
Penobscot ss:
On the 23rd day of May, 1925, I.K. Stetson, to me personally known,
who, being by me duly sworn, did depose and say that he resides in Bangor,
County of Penobscot, State of Maine; that he is President of Aroostook
Construction Company, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation, and attestation thereof
was made in his presence by P.A. Hubbard, Clerk of the Corporation, by similar
order of the Board of Directors thereof; and that he, the said I. K. Stetson,
signed his name thereto as President of Aroostock Construction Company, for and
in behalf of the said Company, by like order, and he acknowledged the foregoing
instrument to be his free act and deed in his said capacity as President of said
corporation, and the free act and deed of said corporation.
Before me,
/s/HENRY J. HART
----------------------
Henry J. Hart
Notary Public
[SEAL]
(My commission expires May 21, 1931)
13
State of Maine )
) ss:
County of Penobscot )
On the twenty-third day of May, A.D. 1925, Wingate F. Cram, to
me personally known, signed the foregoing in my presence and made oath that the
statements contained therein are true in all respects.
[SEAL] Before me,
/s/ HENRY J. HART
----------------------------------
Henry J. Hart
Notary Public
(my commission expires May 21, 1931).
14
I, Percival A. Hubbard, Clerk of the Corporation, Katahdin Warehouse
Company, do hereby certify that the foregoing agreement was submitted to the
stockholders of said Corporation at a special meeting thereof duly called for
the purpose of considering the same, notice of the time, place and purpose of
such meeting having been sent to each stockholder in the manner required by the
By-laws of the Corporation; that said meeting was held in the Directors' Room
of the First National Bank of Bangor, Bangor, Maine, on the 14th day of March,
1925; that at said meeting the President of the Corporation explained to the
stockholders the full content and purport of the proposed agreement for merger
and consolidation; that a vote of the stockholders was taken for the adoption
or rejection of said agreement, each share of issued and outstanding stock
entitling the holder thereof to one vote thereon; that out of a total of Five
Thousand (5000) shares of capital stock issued and outstanding and entitled to
one vote per share there were represented at the meeting in person or by proxy
Four Thousand Nine Hundred and Ninety-Nine (4999) shares, the same constituting
almost the entire number of shares entitled to vote at said meeting; That Four
Thousand Nine Hundred and Ninety-Nine (4999) votes were cast in favor of the
adoption of the agreement for merger and consolidation and none were cast in
opposition thereto; that the proposed agreement for merger and consolidation
was spread upon the records of said meeting of the stockholders, and the terms
and conditions of said agreement specifically approved, and the President of
the Company, for and in behalf of the Company, was authorized to sign and
execute said agreement, and the Clerk of the Corporation was authorized and
directed to affix thereto the corporate seal.
Witness my hand and the seal of the Corporation this twenty third day of
May, A.D.1925.
/s/ PERCIVAL A. HUBBARD
----------------------------------
Clerk of the Corporation
[SEAL]
15
I, Wingate F. Cram, Clerk of the corporation, Bangor Investment company, do
hereby certify that the foregoing agreement was submitted to the stockholders
of said corporation at a special meeting thereof duly called for the purpose of
considering the same, notice of the time, place and purpose of such meeting
having been sent to each stockholder in the manner required by the By-laws of
the Corporation; that said meeting was held in the Graham Building, Bangor,
Maine, on the 21st day of April, 1925; that at said meeting the President of
the corporation explained to the stockholders the full content and purport of
the proposed agreement for merger and consolidation: that a vote of the
stockholders was taken for the adoption or rejection of said agreement, each
share of issued and outstanding stock entitling the holder thereof to one vote
thereon; that out of a total of One hundred Fifty-Eight Thousand Five Hundred
and Seventy (158,570) shares of capital stock issued and outstanding and
entitled to one vote per share there were represented at the meeting in person
or by proxy One Hundred Twenty-One Thousand Five Hundred and Forty-One
(121,541) shares, the same constituting more than seventy-six per cent of the
total number of shares entitled to vote at said meeting; that One Hundred
Twenty- One Thousand Five Hundred and Forty-One (121,541) votes were cast in
favor of the adoption of the agreement for merger and consolidation and none
were cast in opposition thereto; that the proposed agreement for merger and
consolidation was spread upon the records of said meeting of the stockholders,
and the terms and conditions of said agreement specifically approved, and the
President of the Company, for and in behalf of the Company was authorized to
sign and execute said agreement, and the clerk of the corporation was
authorized and directed to affix thereto the corporate seal.
Witness my hand and the seal of the corporation this twenty-third day of
May, A.D. 1925.
[SEAL]
/s/ WINGATE F. CRAM
-------------------------------
Clerk of the Corporation
16
State of Maine )
) ss:
County of Penobscot )
On the twenty-third day of May, A.D. 1925, Percival A. Hubbard, to me
personally known, signed the foregoing in my presence and made oath that the
statements contained therein are true in all respects.
Before me,
/s/HENRY J. HART
----------------------------
Henry J. Hart
(My commission expires May 21, 1931).
17
I, Percival A. Hubbard, Clerk of the Corporation, Aroostook Construction
Company, do hereby certify that the foregoing agreement was submitted to the
stockholders of said Corporation at a special meeting thereof duly called for
the purpose of considering the same, notice of the time, place and purpose of
such meeting having been sent to each stockholder in the manner required by the
By-laws of the Corporation; that said meeting was held in the Directors' Room
of the First National Bank of Bangor, Bangor, Maine, on the 14th day of March,
1925; that at said meeting the President of the Corporation explained to the
stockholders the full content and purport of the proposed agreement for merger
and consolidation; that a vote of the stockholders was taken for the adoption or
rejection of said agreement, each share of issued and outstanding stock
entitling the holder thereof to one vote thereon; that out of a total of Five
Thousand (5000) shares of capital stock issued and outstanding and entitled to
one vote per share there were represented at the meeting in person or by proxy
Three Thousand Five Hundred and Thirty (3530) shares, the same constituting more
than seventy per cent of the total number of shares entitled to vote at said
meeting; that Three Thousand Five Hundred and Thirty (3530) votes were cast in
favor of the adoption of the agreement for merger and consolidation and none
were cast in opposition thereto; that the proposed agreement for merger and
consolidation was spread upon the records of said meeting of the stockholders,
and the terms and conditions of said agreement specifically approved, and the
President of the Company, for and in behalf of the company, was authorized to
sign and execute said agreement, and the Clerk of the Corporation was authorized
and directed to affix thereto the corporate seal. Witness my hand and the seal
of the Corporation this twenty-third day of may, A.D. 1925.
/s/ PERCIVAL A. HUBBARD
-------------------------------
Clerk of the Corporation
[SEAL]
18
State of Maine )
) ss:
County of Penobscot )
On the twenty-third day of May, A.D. 1925, Percival A. Hubbard, to me
personally known, signed the foregoing in my presence and made oath that the
statements contained therein are true in all respects.
[SEAL] Before me,
/s/ HENRY J. HART
-------------------------------
Notary Public
(My commission expires May 21, 1931).
19
STATE OF MAINE
ATTORNEY GENERAL'S OFFICE
----------
May 26, A.D., 1925.
I hereby certify that I have examined the foregoing agreement, and the
same is properly drawn and signed, and is conformable to the constitution and
laws of the State, and I am satisfied that such agreement is made in good faith
and not for the purpose of avoiding payment of fees or taxes to the State.
/s/ SANFORD L. FOGG
-----------------------
Deputy Attorney General
- - - - - - - - - - - - - - -
Penobscot ss.
Registry of Deeds
Received May 28, 1925.
at 10h. 40m. A.M.
and Recorded in Corporation Book 4, Page 472.
/s/ WARREN E. CRAIG Register.
- -------------------
20
July 2, 1925.
Hon. Frank W. Ball
Secretary of State
Augusta, Maine.
Dear Sir:
MERGER OF KATAHDIN WAREHOUSE COMPANY
AND AROOSTOOK CONSTRUCTION COMPANY
WITH AND INTO BANGOR INVESTMENT COMPANY.
In order that the records of your office may be complete I beg to advise
that the capital stock of the two former companies has been cancelled and
destroyed in accordance with the terms of the merger and that the agreement of
merger (recorded with you in Vol. 6, Page 235) has been recorded in all of the
Registries representing the places where any of the companies have done
business, namely:
Penobscot County Registry of Deeds, Corporation Book No. 4, Page 472.
Waldo County " " " Vol. 361, Page 29.
Piscataquis Cy. " " " Vol. 223, Page 147.
Aroostook Cy. " " " Vol. 360, Page 198.
" " (Northern Dist.) " Vol. 110, Page 484.
Yours truly,
/s/ WINGATE F. CRAM
Clerk.
21
TO THE SECRETARY OF STATE
STATE OF MAINE
You are hereby notified, pursuant to Section 48 of Chapter 51 of the
Revised Laws of the State of Maine, that Bangor Investment Company has made a
change in its Charter, Certificate of Organization and/or Articles of
Association for the more convenient transaction of its business. Such change
was adopted by unanimous vote of the entire outstanding capital stock of the
Corporation at a meeting of the stockholders, duly called and held on April
20, 1926. The vote relative to said change in respect of the purposes of the
Corporation is as follows:
By changing the period (.) at the end of first paragraph to a
semi-colon (;) and adding:- "further purposes of the Corporation shall
be the operation of motor vehicles, directly by the Corporation or
through agents, on the highways of the State of Maine for the
transportation of passengers, freight, mail and express, and to do all
such other things permitted by law, as may be necessary and convenient
to effect such operation, including the making of contracts with
persons, firms and corporations.".
BANGOR INVESTMENT COMPANY
By
/s/ WINGATE F. CRAM
-----------------------------
Clerk of Corporation
Dated at Bangor, Maine
April 21, 1926.
[SEAL]
STATE OF MAINE.
Attorney General's Office
April 24, 1926.
I hereby certify that I have examined the foregoing certificate, and the same
is properly drawn and signed, and is conformable to the constitution and laws
of the state, and I am satisfied that such changes are made in good faith and
not for the purpose of avoiding payment of fees or taxes to the State.
/s/ SANFORD L. FOGG Deputy Attorney General.
- --------------------------
22
WHEREAS, at a meeting held on October 29, 1904 to effect the corporate
organization of Bangor Investment Company it was voted that the capital stock
of the Company be fixed at One Hundred Fifty Thousand Dollars ($150,000), to be
divided into one hundred fifty thousand (150,000) shares of par value of One
Dollar ($1.00) per share, and
WHEREAS, at the annual meeting of the stockholders of said Company
held on November 5, 1907 it was voted to increase the authorized amount of
capital stock from One Hundred Fifty Thousand Dollars ($150,000), divided into
one hundred fifty thousand (150,000) shares, to Two Hundred Fifty Thousand
Dollars ($250,000), to be divided into two hundred fifty thousand (250,000)
shares of par value of One Dollar ($1.00) per share, and
WHEREAS, a total of but one hundred fifty-eight thousand five hundred
seventy (158,570) share, of par value of One Dollar ($1.00) per share, have
been issued, and
WHEREAS, the value of the assets of the Company materially have
decreased during recent years and the business activities of the Company now
have become substantially restricted, and
WHEREAS, the financial needs of the Company no longer require an
authorized amount of capital stock in excess of One Hundred Sixty Thousand
Dollars ($160,000), to be divided into one hundred sixty thousand (160,000)
shares of par value of One Dollar ($1.00) per share:
NOW, THEREFORE, it is voted unanimously by the stockholders
That the authorized amount of capital stock of Bangor Investment
Company be and it hereby is reduced from Two Hundred Fifty Thousand Dollars
($250,000), divided into
23
-2-
two hundred fifty thousand (250,000) shares of par value of one Dollar ($1.00)
per share, to One Hundred Sixty Thousand Dollars ($160,000), divided into one
hundred sixty thousand (160,000) shares of par value of One Dollar ($1.00) per
share; and the proper officers of the Company be and they hereby are authorized
to prepare and to file with the Secretary of State of the State of Maine all
papers, certificates and documents which may be requisite and necessary to
effect and to record, in accordance with the laws of the State of Maine, such
reduction and decrease in the authorized capital stock of the Company.
----------------------------
Bangor, Maine,
(August 24, 1939)
I, Henry J. Hart, Clerk of the Corporation of Bangor Investment
Company, hereby certify that the foregoing is a true copy of the preambles and
vote unanimously adopted by the stockholders of Bangor Investment Company at a
meeting of said stockholders legally held at Bangor, Maine, on August 24, 1939.
/s/ HENRY J. HART
------------------------
Subscribed and sworn to before me this 24th day of August, 1939.
/s/ MAURICE K. BAKER
------------------------
Notary Public
My commission expires December 21, 1945 [NOTARY PUBLIC'S SEAL]
24
I, Henry J. Hart, Clerk of Corporation of Bangor Investment Company hereby
certify that at a special meeting of the stockholders of Bangor Investment
Company, legally held on December 21, 1944, the stockholders of said
Corporation unanimously voted to increase the authorized capital stock of the
Company from 160,000 shares, of par value of $1.00 per share, to 250,000
shares, of par value of $1.00 per share; and I further certify that the
following is a true transcript from the record of said stockholder's meeting:
"VOTED that the authorized capital stock of this Company be and it hereby
is increased from 160,000 shares of par value of $1.00 per share to
250,000 shares of par value of $1.00 per share; and further
VOTED that the outstanding capital stock of the Company be increased from
158,570 shares to 250,000 shares, and the Board of Directors of the Company
hereby is authorized to sell, at $1.00 per share, 91,430 shares of capital
stock of this Company, said stock first to be offered to the present
stockholders of this Company; the date of issuance of said shares shall be
determined by the Board of Directors."
/s/ HENRY J. HART
Henry J. Hart
----------------------------
Clerk of Corporation of
Bangor Investment Company.
Dated at Bangor, Maine,
December 21, 1944.
STATE OF MAINE
Penobscot, ss. December 21, 1944.
Subscribed and sworn to before me this twenty-first day of December, 1944.
/s/ MAURICE S. C. BAKER
Maurice S. C. Baker,
-----------------------------
Notary Public.
My commission expires
December 21, 1945.
25
TO THE SECRETARY OF STATE
STATE OF MAINE
You are hereby notified, pursuant to Section 71 of Chapter 49 of the
Revised Statutes of the State of Maine, 1944, that Bangor Investment Company
has made a change in its Charter, Certificate of Organization and/or Articles
of Association for the more convenient transaction of its business. Such change
was adopted by unanimous vote of the entire outstanding capital stock of the
Corporation at a meeting of the stockholders, duly called and held on April 17,
1951. The vote relative to said change in respect of the purposes of the
Corporation is as follows:
VOTED that the corporate purposes of Bangor Investment Company shall be
enlarged to include the following: to undertake, do, engage in,
transact and carry on any and all kinds of manufacturing, mechanical,
mercantile, trading, contracting, commercial, building, agricultural,
logging, lumbering, mining, quarrying, real estate, pipeline
transportation, and general highway transportation business; also to
carry passengers or freight, or both, upon the high seas, or from port
or ports in the State of Maine to a foreign port or ports, or to a
port or ports in other states, or to carry freight or passengers, or
both, upon any waters where the corporation may navigate; and any and
all other kinds of business incidental, ancillary, related,
pertaining, necessary, desirable or proper to or connected with any
one or all of the purposes and kinds of business mentioned in this
paragraph. Provided, however, that nothing in this paragraph contained
shall be construed as authorizing the corporation to transact business
in any state, territory or foreign country contrary to the laws
thereof, or shall be construed to give the corporation any rights,
powers, or privileges not permitted by the laws of Maine to
corporations organized under Section 8, Chapter 49, of the Revised
Statutes of Maine, 1944; and provided further, however, that nothing
in this paragraph contained shall be construed as abridging or
limiting in any manner any of the other authorized corporate purposes
of the corporation.
BANGOR INVESTMENT COMPANY
By
/s/ GORDON D. BRIGGS
---------------------------
Dated at Bangor, Maine Clerk
April 27, 1951
[SEAL]
26
S T A T E O F M A I N E
Attorney General's Office, April 30, 1951
I hereby certify that I have examined the foregoing certificate, and the
same is properly drawn and signed, and is conformable to the constitution and
laws of the State, and I am satisfied that such changes are made in good faith
and not for the purpose of avoiding payment of fees or taxes to the State.
/s/ [ILLEGIBLE]
------------------------------
Deputy Attorney General
27
CERTIFICATE
I, William M. Houston, Clerk of Bangor Investment Company, hereby certify
that the following is that portion of the Company's Bylaws that refers to the
number of Directors, and that said Bylaws were in effect on December 31, 1971:
The officers of the corporation shall be a President, a
Clerk, a Treasurer, six Directors and such other officers as from
time to time may be appointed by the President or by the Board of
Directors. Any person whether or not he is a director may hold more
than one office.
/s/ WILLIAM M. HOUSTON
-------------------------
William M. Houston
Clerk
BANGOR INVESTMENT COMPANY
Hermon, Maine
May 11, 1984
28
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment of Shareholders)
Voting as One Class
Pursuant to 13-A MRSA
Sections 805 and 807, the
undersigned corporation
adopts these Articles of
Amendment:
FIRST: All outstanding shares were entitled to vote on the following
amendment as ONE class.
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders
A. at a meeting legally called and held on MARCH 7, 1984.
-------------
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted For Voted Against
--------------------------- --------- -------------
250,000 250,000 0
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth in
the amendment itself.
FIFTH: (Complete if Exhibits do not give this information.) If the amendment
changes the number or par values of authorized shares, the number of
shares the corporation has authority to issue thereafter, is as
follows:
Class Series (If Any) Number of Shares Par Value (If Any)
----- --------------- ---------------- ------------------
The aggregate par value of all such shares (of all classes and
series) HAVING PAR VALUE is $__________________________.
The total number of all such shares (of all classes and series)
WITHOUT PAR VALUE is __________________ shares.
SIXTH: Address of the registered office in Maine: Rt. #2 Bangor, Me 04401
---------------------------
(street, city and zip code)
Bangor Investment Company
------------------------------------ ---------------------------
MUST BE COMPLETED FOR VOTE OF (Name of Corporation -
SHAREHOLDERS Typed or Printed)
------------------------------------
I certify that I have custody of the By*: /s/ WILLIAM M. HOUSTON
minutes showing the above -----------------------
action by the shareholders. (Signature)
WILLIAM M. HOUSTON William M. Houston, Clerk
--------------------------- ---------------------------
(signature of clerk) (type or print name
------------------------------------ and capacity)
By*: /s/ RICHARD B. GRAY
---------------------------
(Signature)
Richard B. Gray,
Dated: May 17, 1985 Assistant Clerk
-------------- ---------------------------
(type or print name
and capacity)