1
EXHIBIT 3.(i)(B)
FEDERAL IDENTIFICATION NO. 04-3024165
FEDERAL IDENTIFICATION NO. 00-0498032
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 78)
Merger of
Warren Bancorp, Inc., a Delaware corporation, and
Warren Bancorp-Massachusetts, Inc., a Massachusetts corporation,
the constituent corporations, into
Warren Bancorp=Massachusetts, Inc.,
one of the constituent corporations.
The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.
2. The effective date of the merger determined pursuant to the agreement of
merger shall be 11:59 p.m. on May 9, 1995.
3. (For a merger)
**The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger referred to
in paragraph 1:
See continuation page 1.
4. The following information shall not for any purpose be treated as a permanent
part of the Articles of Organization of the surviving corporation.
(a) The address of the initial principal office of the surviving corporation in
Massachusetts is:
10 Main Street, Peabody, MA 01960
(b) The name, residential address, and post office address of each director and
officer of the surviving corporation is:
84
2
NAME RESIDENTIAL ADDRESS POST OFFICE
ADDRESS
President:
Treasurer:
Clerk:
Directors:
See continuation page 2.
(c) The date initially adopted on which the fiscal year of the surviving
corporation ends is: 12/31.
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving corporation is:
The first Wednesday of May or such other date as determined by the Board of
Directors.
FOR MASSACHUSETTS CORPORATIONS
The undersigned President and Clerk of Warren Bancorp-Massachusetts, Inc., a
corporation organized under the laws of Massachusetts further state under
penalties of perjury that the agreement of merger referred to in paragraph 1 has
been duly executed on behalf of such corporation and duly approved in the manner
required by General Laws, Chapter 156B, Section 79.
/s/ George W. Phillips, President
/s/ Susan G. Ouellette, Clerk
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned President and Secretary of Warren Bancorp, Inc. a corporation
organized under the laws of Delaware further state under penalties of perjury
that the agreement of merger referred to in paragraph 1, has been duly adopted
by such corporation in the manner required by the laws of the State of Delaware.
/s/ George W. Phillips, President
/s/ Susan G. Ouellette, Secretary
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 79)
85
3
I hereby approve the within Articles of Consolidation/Merger and, the filing fee
in the amount of $29,800, having been paid, said articles are deemed to have
been filed with me this 5th day of May, 1995.
Effective date: May 9, 1995
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of Articles of Merger to be sent to:
John O. Newell, Esq.
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
Telephone 617-570-1475
CONTINUATION PAGE 1 TO ARTICLES OF MERGER
1. The name of the corporation set forth in Article I is changed to Warren
Bancorp, Inc.
2. Article III is amended as follows:
(i) to increase the number of authorized shares of Common Stock,
$0.10 par value, from 190,000 shares to 20,000,000 shares; and
(ii) to increase the number of authorized shares of Preferred
Stock, $0.10 par value, from 10,000 shares to 10,000,000
shares.
CONTINUATION PAGE 2 TO ARTICLES OF MERGER
Post Office
Name Residence Address
President:
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
86
4
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
George W. Phillips 127 Wingaersheek Road (Same)
P. O. Box 1606
Gloucester, MA 01931
John H. Womack 199 Ipswich Road (Same)
Boxford, MA 01921
87