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EXHIBIT 3.(i)(A)
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I
The exact name of the corporation is:
Warren Bancorp-Massachusetts, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To serve as a holding company for one or more subsidiaries engaged in
providing banking and other financial or related services and to engage
generally in any business that may lawfully be carried on by a corporation
formed under Chapter 156B of the General Laws of Massachusetts.
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 WITH PAR VALUE
- -------------------------- --------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: NONE Common: 190,000 $.10
Preferred: NONE Preferred: 10,000 $.10
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.
SEE ADDENDUM A ON THE ATTACHED CONTINUATION PAGES.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
NONE.
ARTICLE VI
*Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or
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for limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
SEE ADDENDUM B ON THE ATTACHED CONTINUATION PAGES.
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
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.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The post office address of the corporation in Massachusetts is:
10 Main Street
Peabody, MA 01960
b. The name, residence and post office address (if different) of the directors
and officers of the corporation is as follows:
NAME RESIDENCE POST OFFICE ADDRESS
See Addendum C on the attached continuation pages.
President:
Treasurer:
Clerk:
Directors:
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, if any, of the
corporation 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 name(s) 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 11 day of April 1995.
Warren Bancorp, Inc., a Delaware Corporation
By: /s/ Paul M. Peduto, Treasurer P.O. Box 6159, Peabody MA 01961-6159
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
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 $200.00 having been paid,
said articles are deemed to have been filed with me this 13th day of April,
1995.
Effective date: ____________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.
TO BE FILLED IN BY CORPORATION Photocopy of document to be sent to:
John O. Newell, Esq.
Goodwin, Procter & Hoar
Telephone: (617) 570-1475
ADDENDA TO THE
ARTICLES OF ORGANIZATION OF
WARREN BANCORP-MASSACHUSETTS, INC.
Addendum A
ARTICLE IV
CAPITAL STOCK
The authorized capital stock of Warren Bancorp-Massachusetts, Inc. (the
"Corporation") shall consist of (i) common stock, $.10 par value per share (the
"Common Stock"), and (ii) preferred stock, $.10 par value per share (the
"Preferred Stock").
A. Common Stock
1. The holders of shares of Common Stock shall be entitled to
one vote for each share so held with respect to all matters voted on by the
stockholders of the Corporation, subject in all cases to the voting rights, if
any, of any holders of Preferred Stock.
2. Subject to the rights of the Preferred Stock upon any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, the net assets of the Corporation shall be
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distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests.
3. Subject to the rights, if any, of any holders of Preferred
Stock, dividends may be paid on the Common Stock as and when declared by the
Board of Directors of the Corporation (the "Board of Directors") out of funds
legally available therefor.
B. Preferred Stock
Subject to any limitations prescribed by law or these Articles, the
Board of Directors or any authorized committee thereof is expressly authorized
to provide for the issuance of shares of Preferred Stock in one or more series
of stock, and by filing a certificate pursuant to applicable law of the
Commonwealth of Massachusetts, to establish or change from time to time the
number of shares to be included in each series, and to fix the designation,
voting powers, preferences, qualifications, privileges and rights of the shares
of each series and any qualifications, limitations and restrictions thereof. The
Board of Directors or any authorized committee thereof shall have the right to
determine or fix by vote or votes providing for the issuance of the shares
thereof one or more of the following with respect to each series of such
Preferred Stock:
1. The distinctive serial designation and the number of shares
constituting such series;
2. The dividend rates or the amount of dividends to be paid on
the shares of such series, whether dividends shall be cumulative and, if so,
from which date or dates, the payment date or dates for dividends, and the
participating and other rights, if any, with respect to dividends;
3. The voting powers, full or limited, if any, of the shares
of such series;
4. Whether the shares of such series shall be redeemable (at
the option of the holder or of the Corporation or otherwise) and, if so, the
price or prices at which, and the terms and conditions on which, such shares may
be redeemed;
5. The amount or amounts payable upon the shares of such
series and any preferences applicable thereto in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;
6. Whether the shares of such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and if so entitled, the amount of such fund and the
manner of its application, including the price or prices at which such shares
may be redeemed or purchased through the application of such fund;
7. Whether the shares of such series shall be convertible
into, or exchangeable for, shares of any other series of the same or any other
class or classes of stock of the Corporation or the securities of any other
entity or any other assets and, if so convertible or exchangeable, the
conversion price or prices, or the rate or rates of exchange, and the
adjustments thereof, if any, at which such conversion or exchange may be made,
and any other terms and conditions of such conversion or exchange;
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8. The price or other consideration for which the shares of
such series shall be issued;
9. Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of Preferred
Stock and whether such shares may be reissued as shares of the same or any other
class or series of stock; and
10. Such other powers, preferences, rights, qualifications,
limitations and restrictions thereof as the Board of Directors or any authorized
committee thereof may deem advisable.
Subject to the authority of the Board of Directors or any authorized
committee thereof as set forth in Paragraph 9 above, any shares of Preferred
Stock shall, upon reacquisition thereof by the Corporation, be restored to the
status of authorized but unissued Preferred Stock under this Section B.
Except as specifically provided in these Articles, the holders of
Preferred Stock or Common Stock shall not be entitled to any vote and shall not
have any voting rights concerning the designation or issuance of any shares of
Preferred Stock authorized by and complying with the conditions of these
Articles, and subject to the authority of the Board of Directors or any
authorized committee thereof as set forth above, the right to any such vote is
expressly waived by all present and future holders of the capital stock of the
Corporation.
Addendum B
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ARTICLE VI (A)
CLASSIFICATION OF DIRECTORS
The Directors, other than those who may be elected by the holders of
any series of preferred stock of the Corporation, shall be classified, with
respect to the term for which they severally hold office, into three classes, as
nearly equal in number as possible. One class of Directors shall be initially
elected for a term expiring at the annual meeting of stockholders to be held in
1996, another class shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1997, and another class shall be initially
elected for a term expiring at the annual meeting of stockholders to be held in
1998. The Directors elected to each class shall hold office until their
successors are duly elected and qualified or until their earlier resignation or
removal. At each succeeding annual meeting of stockholders, the successors of
the class of Directors whose term expires at that meeting shall be elected by a
plurality of the votes cast at such meeting and shall hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.
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ARTICLE VI (B)
LIMITATION OF LIABILITY OF DIRECTORS
A. No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided, however, that this Article shall not eliminate or limit any 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 General Laws of the Commonwealth of
Massachusetts, or (iv) with respect to any transaction from which the Director
derived an improper personal benefit.
B. No amendment or repeal of this Article shall adversely affect the
rights and protection afforded to a Director of this Corporation under this
Article for acts or omissions occurring prior to such amendment or repeal. If
the Massachusetts Business Corporation Law is hereafter amended to further
eliminate or limit the personal liability of Directors or to authorize corporate
action to further eliminate or limit such liability, then the liability of the
Directors of this Corporation shall be eliminated or limited to the fullest
extent permitted by the Massachusetts Business Corporation Law as so amended.
ARTICLE VI (C)
TRANSACTIONS WITH INTERESTED PERSONS
A. Unless entered into in bad faith, no contract or transaction by the
Corporation shall be void, voidable or in any way affected by reason of the fact
that it is with an Interested Person.
B. For the purposes of this Article, "Interested Person" means any
person or organization in any way interested in the Corporation whether as an
officer, Director, stockholder, employee or otherwise, and any other entity in
which any such person or organization or the Corporation is in any way
interested.
C. Unless such contract or transaction was entered into in bad faith,
no Interested Person, because of such interest, shall be liable to the
Corporation or to any other person or organization for any loss or expense
incurred by reason of such contract or transaction or shall be accountable for
any gain or profit realized from such contract or transaction.
D. The provisions of this Article shall be operative notwithstanding
the fact that the presence of one or more Interested Persons was necessary to
constitute a quorum at a meeting of Directors or stockholders of the Corporation
at which such contract or transaction was authorized or that the vote of one or
more Interested Persons was necessary for the authorization of such contract or
transaction.
ARTICLE VI (D)
STOCKHOLDERS' MEETINGS
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A. Action by Written Consent
Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, provided that all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Such consents shall be treated for all purposes as a vote at a meeting of
stockholders.
B. Location of Meetings
Meetings of stockholders of the Corporation may be held anywhere within
the United States.
ARTICLE VI (E)
ACTING AS A PARTNER
The Corporation may be a partner in any business enterprise which it
would have power to conduct by itself.
ARTICLE VI (F)
EXAMINATION OF BOOKS
Except as otherwise provided by law, no stockholder shall have any
right to examine any property or any books, accounts or other writings of the
Corporation if there is reasonable ground for belief that such examination will
for any reason be adverse to the interests of the Corporation, and a vote of the
Directors refusing permission to make such examination and setting forth that in
the opinion of the Directors such examination would be adverse to the interests
of the Corporation shall be prima facie evidence that such examination would be
adverse to the interests of the Corporation. Every such examination which is
permitted shall be subject to such reasonable requirements as the Corporation
may establish in regard thereto.
ARTICLE VI (G)
AMENDMENT OF BY-LAWS
A. Amendment by Directors
Except as otherwise required by law, the By-laws of the Corporation may
be amended or repealed by the affirmative vote of a majority of the Directors
then in office. Not later than the time of giving notice of the annual meeting
of stockholders next following the amending or repealing by the Directors of any
By-law, notice thereof stating the substance of such change shall be given to
all stockholders entitled to vote on amending the By-laws.
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B. Amendment by Stockholders
The By-laws of the Corporation may be amended or repealed at any annual
meeting of stockholders, or special meeting of stockholders called for such
purpose, by the affirmative vote of at least eighty percent (80%) of the total
votes eligible to be cast on such amendment or repeal by holders of voting
stock, voting together as a single class; provided, however, that if the Board
of Directors recommends that stockholders approve such amendment or repeal at
such meeting of stockholders, such amendment or repeal shall only require the
affirmative vote of a majority of the total votes eligible to be cast on such
amendment or repeal by holders of voting stock, voting together as a single
class.
ARTICLE VI (H)
STOCKHOLDER VOTE REQUIRED FOR AMENDMENT OF
ARTICLES OF ORGANIZATION
These Articles may be amended at any annual meeting of stockholders, or
special meeting of stockholders called for such purpose, by the affirmative vote
of at least two-thirds of the total votes eligible to be cast on such amendment
by holders of voting stock, voting together as a single class; provided,
however, that if the Board of Directors recommends that stockholders approve
such amendment at such meeting of stockholders, such amendment shall only
require the affirmative vote of a majority of the total votes eligible to be
cast on such amendment by holders of voting stock, voting together as a single
class.
ARTICLE VI (I)
STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
Any (i) sale, lease or exchange of all or substantially all of the
property or assets, including goodwill, of the Corporation or (ii) merger or
consolidation of the Corporation with or into any another corporation, shall be
approved by the affirmative vote of at least two-thirds of the total votes
eligible to be cast on such sale, lease or exchange, or merger or consolidation,
by holders of voting stock, voting together as a single class, at any annual
meeting of stockholders or special meeting of stockholders called for such
purpose; provided, however, that if the Board of Directors recommends that
stockholders approve such sale, lease or exchange, or merger or consolidation,
at such meeting of stockholders, such sale, lease or exchange, or merger or
consolidation, shall be approved by the affirmative vote of a majority of the
total votes eligible to be cast on such transaction by holders of voting stock,
voting together as a single class.
Addendum C
Post Office
Name Residence Address
President:
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George W. Phillips 127 Wingaersheek Road c/o Warren Bancorp, Inc.
P.O. Box 1606 10 Main Street
Gloucester, MA 01931 Peabody, MA 01960
Treasurer:
Paul M. Peduto 41 Lincoln (Same)
Stoneham, MA 02180
Clerk:
Susan G. Ouellette 37 Putnam Lane (Same)
Danvers, MA 01923
Directors:
Class I (terms to expire in 1996)
Paul J. Curtin 293 Salem Street (Same)
Wilmington, MA 01887
Stephen R. Howe 8 Dunstan Road (Same)
Lynnfield, MA 01940
Arthur E. McCarthy 25 Mandalay Drive (Same)
Peabody, MA 01960
John D. Smidt 21 Skinners Path (Same)
Marblehead, MA 01945
Class II (terms to expire in 1997)
Stephen J. Connolly, IV Sargent Road (Same)
Marblehead, MA 01945
Robert R. Fanning, Jr. 54 High Ridge Road (Same)
Boxford, MA 01921
John C. Jeffers 19 Orchard Street (Same)
Peabody, MA 01960
Paul M. Peduto 41 Lincoln Street (Same)
Stoneham, MA 02180
Class III (terms to expire in 1998)
Francis L. Conway 7 Peterson Road (Same)
Peabody, MA 01960
Arthur E. Holden, Jr. 19 Tara Road (Same)
Peabody, MA 01960
Stephen G. Kasnet University Lane (Same)
Manchester-by-the-Sea, MA 01944
Linda Lerner 1 Salem Street, #11 (Same)
Swampscott, MA 01907
Arthur J. Pappathanasi 37 Phillips Beach Avenue (Same)
Swampscott, MA 01907
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George W. Phillips 127 Wingaersheek Road (Same)
P. O. Box 1606
Gloucester, MA 01931
John H. Womack 199 Ipswich Road (Same)
Boxford, MA 01921
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