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EXHIBIT 3.1
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
ARTICLE I
The exact name of the corporation is
LSB Corporation
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
See Addendum A attached hereto.
ARTICLE III
State the total number of shares and par value, if any, of each class of
stock which the corporation is authorized to issue.
WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
---- ---------------- ---- ---------------- ---------
Common: Common: 20,000,000 $ 0.10
Preferred: Preferred: 5,000,000 $ 0.10
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 B attached hereto.
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 for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders.
See Addendum C attached hereto.
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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 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 street address (post office boxes are not acceptable) of the
principal office of the corporation in Massachusetts is:
30 Massachusetts Avenue, North Andover, MA 01845
b. The name, residential address and post office address of each director
and officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
See Addendum D attached hereto.
c. The fiscal year (i.e., tax year) of the corporation shall end on the
last day of the month of:
October
d. The name and business address of the resident agent, if any, of the
corporation 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 those 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 12th day of March, 2001.
/s/ Kevin J. Handly
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c/o Goulston & Storrs, P.C.
400 Atlantic Avenue
Boston, MA 02110
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ADDENDUM A
TO THE
ARTICLES OF ORGANIZATION
OF LSB CORPORATION
ARTICLE II
A. To acquire, invest in or hold stock in any subsidiary permitted under
(i) the Bank Holding Company Act of 1956, and (ii) Massachusetts
General Laws, Chapter 167A, as such statutes may be amended from time
to time, and to engage in any other activity or enterprise permitted
to a bank holding company under said statutes or other applicable law.
B. To buy, sell, invest in, hold and deal in property of every nature and
description, real and personal, tangible and intangible permissible
for such a corporation.
C. To carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts, whether or not related to
those referred to in the foregoing paragraphs.
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ADDENDUM B
TO THE
ARTICLES OF ORGANIZATION
LSB CORPORATION
ARTICLE IV. Capital Stock.
The total number of shares of all classes of capital stock which LSB
Corporation ("LSB") is authorized to issue is 25,000,000 shares, of which
20,000,000 shares shall be common stock, $0.10 par value per share, and
5,000,000 shares shall be preferred stock, $0.10 par value per share. The shares
may be issued by LSB from time to time by a vote of its Board of Directors
without the approval of its stockholders. Upon payment of lawful consideration,
such shares shall be deemed to be fully paid and nonassessable. In the case of a
stock dividend, that part of the surplus of LSB which is transferred to stated
capital upon the issuance of shares as a stock dividend shall be deemed to be
the consideration for their issuance.
A description of the different classes and series of LSB's capital stock
and a statement of the designations and the relative rights, preferences and
limitations of the shares of each class and series of capital stock are as
follows:
A. Common Stock. Except as provided by law or in this Article IV (or in any
supplemental sections hereto or in any certificate of establishment of any
series of preferred stock), the holders of the common stock shall exclusively
possess all voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder. There shall be no
cumulative voting rights in the election of Directors.
If there shall have been paid, or declared and set aside for payment, to
the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and of a sinking fund or a retirement fund or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the common stock, then dividends may be paid on the common stock and on any
class or series of stock entitled to participate therewith as to dividends, out
of any assets legally available for the payment of dividends; but only when and
as declared by the Board of Directors.
In the event of any liquidation, dissolution or winding up of LSB, after
there shall have been paid to or
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set aside for the holders of any class having preference over the common stock
in the event of liquidation, dissolution or winding up of LSB the full
preferential amounts to which they are respectively entitled, the holders of the
common stock, and of any class or series of stock entitled to participate in
whole or in part therewith as to distribution of assets, shall be entitled,
after payment or provision for payment of all debts and liabilities of LSB, to
receive the remaining assets of LSB available for distribution, in cash or in
kind, in proportion to their holdings.
B. Preferred Stock. The Board of Directors of LSB is authorized by vote or
votes, from time to time adopted, to provide for the issuance of preferred stock
in one or more series and to fix and state the voting powers, designations,
preferences and relative participating, optional or other special rights of the
shares of each series and the qualifications, limitations, and restrictions
thereof, including, but not limited to, determination of one or more of the
following:
(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 or other special rights, if any, with respect to dividends;
(3) The voting powers, if any, of shares of such series;
(4) Whether the shares of such series shall be redeemable 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 in
the event of voluntary or involuntary liquidation, dissolution or winding
up of LSB;
(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 redeemable 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 class or classes or of any other
series of the same or any other class or classes of stock of LSB, 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;
(8) The price or other consideration for which the shares of such
series shall be issued; and
(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
series of stock.
Unless otherwise provided by law, any such vote shall become effective when
LSB files with the Secretary of the Commonwealth of Massachusetts a certificate
of establishment of one or more series of preferred stock signed by the
President or any Vice President and by the Clerk, Assistant Clerk, Secretary or
Assistant Secretary of LSB, setting forth a copy of the vote of the Board of
Directors establishing and designating the series and fixing and determining the
relative rights and preferences thereof, the date of adoption of such vote and a
certification that such vote was duly adopted by the Board of Directors.
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ADDENDUM C
TO THE
ARTICLES OF ORGANIZATION
OF LSB CORPORATION
ARTICLE VI(A). Certain Business Combinations.
SECTION 1. Vote Required for Certain Business Combinations.
A. Required Vote for Certain Business Combinations. In addition to any
affirmative vote required by the Massachusetts General Laws or by these Articles
of Organization, and except as otherwise expressly provided in Section 2 of this
Article VI(A):
(1) any merger or consolidation of LSB or any Subsidiary (as
hereinafter defined) with (a) any Interested Stockholder (as hereinafter
defined) or (b) any other corporation or entity (whether or not itself an
Interested Stockholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an Interested
Stockholder;
(2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate of any Interested Stockholder of
any assets of LSB or any Subsidiary having an aggregate Fair Market Value
(as hereinafter defined) of $1,000,000 or more;
(3) the issuance or transfer by LSB or any Subsidiary (in one
transaction or a series of transactions) of any securities of LSB or any
Subsidiary to any Interested Stockholder or any Affiliate of any Interested
Stockholder in exchange for cash, securities, or other property (or a
combination thereof) having an aggregate Fair Market Value of $1,000,000 or
more;
(4) the adoption of any plan or proposal for the liquidation or
dissolution of LSB proposed by or on behalf of any Interested Stockholder
of any Affiliate of any Interested Stockholder; or
(5) any reclassification of securities (including any reverse stock
split), any recapitalization of LSB, any merger or consolidation of LSB
with any of its Subsidiaries or any other transaction (whether or not with
or into or otherwise involving any Interested Stockholder) which has the
effect, directly or indirectly, of increasing the proportion of the
outstanding shares of any class of equity or convertible securities of LSB
or any Subsidiary which is directly or indirectly owned by any Interested
Stockholder or any Affiliate of any Interested Stockholder;
shall require (subject to Section 2 of this Article VI(A)) the affirmative vote
of the holders of at least eighty percent of the voting power of the then
outstanding shares of capital stock of LSB entitled to vote generally in the
election of directors (the "Voting Stock"), voting together as a single class.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required or that a lesser percentage may be specified by law.
B. Definition of "Business Combination." The term "Business Combination" as
used in this Article VI(A) shall mean any transaction which is referred to in
any one or more of clauses (1) through (5) of Paragraph A of this Section 1.
SECTION 2. When Higher Vote is Not Required.
The provisions of Section 1 of this Article VI(A) shall not be applicable
to any particular Business Combination, and such Business Combination shall
require only such affirmative vote as is required by law and any other provision
of these Articles of Organization, if all of the conditions specified in either
of the following Paragraphs A or B are met:
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A. Approval by Continuing Directors. The Business Combination shall have
been approved by a majority of the Continuing Directors then in office (as
hereinafter defined); or
B. Price and Procedure Requirements. All of the following conditions shall
have been met:
(1) The aggregate amount of cash and the Fair Market Value as of the
date of the consummation of the Business Combination (the "Consummation
Date") of any consideration other than cash to be received per share by
holders of common stock in such Business Combination shall be at least
equal to the highest of the following:
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any shares of common stock acquired by it
(i) within the two-year period immediately prior to and including the first
public announcement of the proposed Business Combination (the "Announcement
Date") or (ii) in the transaction in which it became an Interested
Stockholder, whichever is higher;
(b) the highest Fair Market Value per share of common stock on any
date during the one-year period prior to and including the Announcement
Date; and
(c) (if applicable) the price per share equal to the product of (i)
the Fair Market Value per share of common stock on the Announcement Date or
on the date on which the Interested Stockholder became an Interested
Stockholder (such later date is referred to in this Article VI(A) as the
"Determination Date"), whichever is higher, multiplied by (ii) the ratio of
(x) the highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of common stock acquired by it within the
two-year period immediately prior to and including the Announcement Date to
(y) the Fair Market Value per share of common stock on the first day in
such two-year period upon which the Interested Stockholder acquired any
shares of common stock.
(2) The aggregate amount of the cash and the Fair Market Value as of
the Consummation Date of the Business Combination of consideration other
than cash to be received per share by holders of any other class of
outstanding Voting Stock shall be at least equal to the highest of the
following (it being intended that the requirements of this Paragraph B(2)
shall be required to be met with respect to every other class of
outstanding Voting Stock, whether or not the Interested Stockholder has
previously acquired any shares of a particular class of Voting Stock):
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any shares of such class of Voting Stock
acquired by it (i) within the two-year period immediately prior to and
including the Announcement Date or (ii) in the transaction in which it
became an Interested Stockholder, whichever is higher;
(b) (if applicable) the highest preferential amount per share which
the holders of shares of such class of Voting Stock are entitled to receive
from LSB in the event of any voluntary or involuntary liquidation,
dissolution or winding up of LSB;
(c) the highest Fair Market Value per share of such class of Voting
Stock on any date during the one-year period prior to and including the
Announcement Date; and
(d) (if applicable) the price per share equal to the product of (i)
the Fair Market Value per share of such class of Voting Stock on the
Announcement Date or on the Determination Date, whichever is higher,
multiplied by (ii) the ratio of (x) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers' fees)
paid by the Interested Stockholder for any shares of such class of Voting
Stock acquired by it within the two-year period immediately prior to and
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including the Announcement Date to (y) the Fair Market Value per share of
such class of Voting Stock on the first day in such two-year period upon
which the Interested Stockholder acquired any shares of such class of
Voting Stock.
(3) The consideration to be received by holders of a particular class
of outstanding Voting Stock (including common stock) shall be in cash or in
the same form as the Interested Stockholder has previously paid for shares
of such class of Voting Stock. If the Interested Stockholder has paid for
shares of any class of Voting Stock with varying forms of consideration,
the form of consideration for such class of Voting Stock shall be either
cash or the form used to acquire the largest number of shares of such class
of Voting Stock previously acquired by it.
(4) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of any such Business Combination:
(a) there shall have been (i) no failure to declare and pay at regular
dates therefor the full amount of any dividends (whether or not cumulative)
payable on any class or series having a preference over the common stock of
LSB as to dividends or upon liquidation, except as approved by a majority
of the Continuing Directors; (ii) no reduction in the annual rate of
dividends paid on the common stock (except as necessary to reflect any
subdivision of the common stock), except as approved by a majority of the
Continuing Directors; and (iii) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any
reverse stock split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number of outstanding
shares of the common stock, unless the failure to so increase such annual
rate is approved by a majority of the Continuing Directors; and
(b) such Interested Stockholder shall have not become the beneficial
owner of any additional shares of Voting Stock except as part of the
transaction which results in such Interested Stockholder's becoming an
Interested Stockholder.
(5) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a stockholder),
of any loans, advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by LSB, whether in
anticipation of or in connection with such Business Combination or
otherwise, unless such transaction shall have been approved or ratified by
a majority of the Continuing Directors after such person shall have become
an Interested Stockholder.
(6) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange
Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to
public stockholders of LSB at least twenty days prior to the consummation
of such Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or subsequent
provisions).
SECTION 3. Certain Definitions.
For the purpose of these Articles of Organization:
A. A "person" shall mean an individual, a group acting in concert, a
corporation, a partnership, a limited liability company, an association, a joint
stock company, a trust, a business trust, a government or political subdivision,
any unincorporated organization and any similar association or entity.
B. "Interested Stockholder" shall mean any person (other than LSB or any
Subsidiary) who or which:
(1) is the beneficial owner, directly or indirectly, of more than ten
percent of the voting power of the then outstanding shares of Voting Stock;
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(2) is an Affiliate of LSB and at any time within the two-year period
immediately prior to and including the date in question was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of
the then outstanding shares of Voting Stock; or
(3) is an assignee of or has otherwise succeeded to the beneficial
ownership of any shares of Voting Stock which were at any time within the
two-year period immediately prior to and including the date in question
beneficially owned by any Interested Stockholder, if such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933 and such assignment or succession was not approved
by a majority of the Continuing Directors.
C. A person shall be a "beneficial owner" of any shares of Voting Stock:
(1) which such person or any of its Affiliates or Associates, directly
or indirectly, has or shares with respect to the Voting Stock (a) the right
to acquire or direct the acquisition of (whether such right is exercisable
immediately or only after the passage of time or upon the satisfaction of
any conditions or both), pursuant to any agreement, arrangement or
understanding or upon the exercise of any conversion rights, warrants, or
options or otherwise; (b) the right to vote, or direct the voting of,
pursuant to any agreement, arrangement or understanding or otherwise; or
(c) the right to dispose of or transfer or direct the disposition or
transfer of, pursuant to any agreement, arrangement, understanding or
otherwise; or
(2) which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has
any agreement, arrangement, or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
D. For the purpose of determining whether a person is an Interested
Stockholder pursuant to Paragraph B of this Section 3, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned by such
person through application of Paragraph C of this Section 3 but shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended.
F. "Subsidiary" means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by LSB; provided, however,
that for the purposes of the definition of Interested Stockholder set forth in
Paragraph B of this Section 3, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned,
directly or indirectly, by LSB.
G. "Continuing Director" means any member of the Board of Directors of LSB
(the "Board") who is not an Affiliate or Associate of the Interested Stockholder
and was a member of the Board prior to the time that the Interested Stockholder
became an Interested Stockholder, and any successor of a Continuing Director who
is not an Affiliate or Associate of the Interested Stockholder and is
recommended to succeed a Continuing Director by a majority of Continuing
Directors then on the Board.
H. "Fair Market Value" means:
(1) in the case of stock, the highest closing sale price during the
thirty-day period immediately preceding the date in question of a share of
such stock on the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which such stock is listed,
or, if such stock is not listed on any such exchange, the highest closing
bid quotation with respect to a share of such stock during the thirty-day
period preceding the date in question on the National Association of
Securities Dealers Automated Quotation System or any comparable system then
in use, or if no such quotations are available, the fair market value on
the date in question of a share of such stock as
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determined by at least a majority of the Continuing Directors of the Board
in good faith; and
(2) in the case of property other than cash or stock, the fair market
value of such property on the date in question as determined by at least a
majority of the Continuing Directors of the Board in good faith.
I. "Group Acting in Concert" shall mean persons seeking to combine or pool
their voting or other interests in the securities of LSB for a common purpose,
pursuant to any contract, understanding, relationship, agreement or other
arrangement, whether written, oral or otherwise, or any "group of persons" as
defined under Section 13(d) of the Securities Exchange Act of 1934. When persons
act together for any such purpose, their group is deemed to have acquired their
stock.
J. In the event of any Business Combination in which LSB survives, the
phrase "other consideration to be received" as used in Paragraphs B(1) and (2)
of Section 2 of this Article VI(A) shall include the shares of common stock
and/or the shares of any other class of outstanding Voting Stock retained by the
holders of such shares.
SECTION 4. Powers of the Board of Directors.
A majority of the Directors of LSB (or, if there is an Interested
Stockholder, a majority of the Continuing Directors then in office) shall have
the power to determine for the purposes of this Article VI(A), on the basis of
information known to them after reasonable inquiry, (A) whether a person is an
Interested Stockholder, (B) the number or percentage of any class of securities
beneficially owned by any person, (C) whether a person is an Affiliate or
Associate of or is affiliated or associated with another, (D) whether the
requirements of Section 2 of this Article VI(A) have been met with respect to
any Business Combination, (E) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by LSB or any Subsidiary in any Business Combination
has, an aggregate Fair Market Value of $1,000,000 or more and (F) any other
matters of interpretation arising under this Article VI(A). The good faith
determination of a majority of the Directors (or, if there is an Interested
Stockholder, a majority of the Continuing Directors then in office) on such
matters shall be conclusive and binding for all purposes of this Article VI(A).
SECTION 5. No Effect on Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Article VI(A) shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
ARTICLE VI(B). Standards for Board of Directors' Evaluation of Offers.
The Board of Directors of LSB, when evaluating any offer of another person
(as defined in Article VI(A) hereof) to (A) make a tender or exchange offer for
any equity security of LSB or any Subsidiary (as defined in Article VI(A)
hereof), (B) merge or consolidate LSB or any Subsidiary with another institution
or (C) purchase or otherwise acquire all or substantially all of the properties
and assets of LSB or any Subsidiary, shall, in connection with the exercise of
its judgment in determining what is in the best interests of LSB and its
stockholders, give due consideration to all relevant factors including, without
limitation, the social and economic effects of acceptance of such offer on LSB's
and/or any Subsidiaries' present and future account holders, borrowers and
employees; on the communities in which LSB or any Subsidiary operates or is
located; and on the ability of LSB and its Subsidiaries to fulfill their
objectives under applicable statutes and regulations.
ARTICLE VI(C). Pre-emptive Rights.
Holders of the capital stock of LSB shall not be entitled to preemptive
rights with respect to any shares of the capital stock of LSB which may be
issued.
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ARTICLE VI(D). Directors.
LSB shall be under the direction of a Board of Directors. The number of
Directors shall not be fewer nor more than permitted by law. The Board of
Directors shall be divided into three classes as nearly equal in number as
possible, with one class to be elected annually.
Any Director (including persons elected by Directors to fill vacancies in
the Board of Directors) may be removed from office, with or without cause, by an
affirmative vote of not less than (i) 80% of the total votes eligible to be cast
by stockholders in the election of directors at a duly constituted meeting of
stockholders called expressly for such purpose, or (ii) 66 2/3% of the members
of the Board of Directors then in office, unless at the time of such removal
there shall be an Interested Stockholder, in which case the affirmative vote of
not less than a majority of the Continuing Directors then in office shall
instead be required for removal by vote of the Board of Directors. At least
thirty days prior to such meeting of stockholders, written notice shall be sent
to the Director whose removal will be considered at the meeting.
ARTICLE VI(E). Transactions with Interested Persons.
SECTION 1. Unless entered into in bad faith or in violation of any
provision of these Articles of Organization, no contract or transaction by LSB
shall be void, voidable or in any way affected by reason of the fact that it is
with an Interested Person.
SECTION 2. For the purposes of this Article VI(E), "Interested Person"
means any person or organization in any way interested in LSB whether as a
director, officer, stockholder, employee or otherwise, and any other entity in
which any such person or organization of LSB is in any way interested.
SECTION 3. Unless such contract or transaction was entered into in bad
faith or in violation of any provision of these Articles of Organization, no
Interested Person, because of such interest, shall be liable to LSB 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.
SECTION 4. The provisions of this Article VI(E) shall be operative
notwithstanding the fact that the presence of an Interested Person was necessary
to constitute a quorum at a meeting of Directors or stockholders of LSB at which
such contract or transaction was authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.
ARTICLE VI(F). Acting as a Partner, Member or Manager.
LSB may be a partner, member or manager in any business enterprise which
LSB would have power to conduct by itself.
ARTICLE VI(G). Stockholders' Meetings.
Meetings of stockholders may be held at such place in the Commonwealth of
Massachusetts or, if permitted by applicable law, elsewhere in the United States
as the Board of Directors may determine.
ARTICLE VI(H). Call of Special Meetings.
Special meetings of the stockholders for any purpose or purposes may be
called at any time only by the Chairman of the Board, if one is elected, the
President or by the affirmative vote of a majority of the Directors then in
office; provided, however, that if there is an Interested Stockholder, any such
call shall also require the affirmative vote of a majority of the Continuing
Directors then in office. Only those matters set forth in the call of the
special meeting may be considered or acted upon at such special meeting, unless
otherwise provided by law.
ARTICLE VI(I). Amendment of By-Laws.
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The By-Laws of LSB may be adopted, altered, amended, changed or repealed by
the Board of Directors or the stockholders of LSB. Such action by the Board of
Directors shall require the affirmative vote of at least 66 2/3% of the
Directors then in office at a duly constituted meeting of the Board of
Directors, unless at the time of such action there shall be an Interested
Stockholder, in which case such action shall in addition require the affirmative
vote of at least a majority of the Continuing Directors then in office, at such
a meeting. Such action by the stockholders shall require (i) approval by the
affirmative vote of a majority of the Board of Directors of LSB then in office
at a duly constituted meeting of the Board of Directors, unless at the time of
such action there shall be an Interested Stockholder, in which case such action
shall in addition require the affirmative vote of at least a majority of the
Continuing Directors then in office, at such meeting, (ii) unless waived by the
affirmative vote of the Board of Directors (and, if applicable, Continuing
Directors) specified in the preceding sentence, the submission by the
stockholders of written proposals for adopting, altering, amending, changing or
repealing the By-Laws at least sixty days prior to the meeting at which they are
to be considered and (iii) the affirmative vote of at least 66 2/3% of the total
votes eligible to be cast by stockholders in the election of directors at a duly
constituted meeting of stockholders called expressly for such purpose.
ARTICLE VI(J). Amendment of Articles of Organization.
No amendment, addition, alteration, change or repeal of these Articles of
Organization shall be made, unless the same is first approved by the affirmative
vote of a majority of the Board of Directors of LSB then in office, and
thereafter approved by the stockholders by not less than 66 2/3% of the total
votes eligible to be cast at a duly constituted meeting, or, in the case of
Articles I, II and III and the first sentence of Article IV as set forth in
Addendum B to these Articles of Organization, by not less than a majority of the
total votes eligible to be cast at a duly constituted meeting; provided,
however, that if, at any time within the sixty day period immediately preceding
the meeting at which the stockholder vote is to be taken, there is an Interested
Stockholder, such amendment, addition, alteration, change or repeal shall also
require the affirmative vote of not less than a majority of the Continuing
Directors then in office, prior to approval by the stockholders. Notwithstanding
the foregoing, to the extent that any provision of these Articles of
Organization stipulates stockholder approval by a vote of more than 66 2/3% of
the total votes eligible to be cast by stockholders in the election of
directors, and if, at any time within the sixty day period immediately preceding
the meeting at which the stockholder vote is to be taken there is an Interested
Stockholder, such provision may only be amended, altered, changed or repealed
after approval by the same vote required by such provision, unless such
amendment, alteration or repeal shall also have been approved by the affirmative
vote of not less than a majority of the Continuing Directors then in office, in
which case only the vote of 66 2/3% of the total votes eligible to be cast by
the stockholders shall be required. Unless otherwise provided by law, any
amendment, addition, alteration, change or repeal so acted upon shall be
effective on the date it is filed with the Secretary of the Commonwealth of
Massachusetts or on such other date as specified in such amendment, addition,
alteration, change or repeal or as the Secretary of the Commonwealth may
specify.
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ADDENDUM D
TO THE
ARTICLES OF ORGANIZATION
OF LSB CORPORATION
ARTICLE VIII(b)
The name, residential address and post office address of each director and
officer of the corporation is as follows:
RESIDENTIAL POST OFFICE
TITLE NAME ADDRESS ADDRESS
- ----------------------------- ------------------- --------------------- -----------------------
President/Chief Executive Paul A. Miller 43 Covey Hill Rd. 30 Massachusetts Ave.
Officer...................... Reading, MA 01867 North Andover, MA 01845
Senior Vice President/Chief John E. Sharland 52 Mount View Dr. 30 Massachusetts Ave.
Financial.................... Clinton, MA 01510 North Andover, MA 01845
Officer and Treasurer
Executive Vice President/.... Robert P. Perreault 30 Riverview Ave. 30 Massachusetts Ave.
Clerk and Secretary Methuen, MA 01844 North Andover, MA 01845
Directors:................... Eugene A. Beliveau 25 West Parish Ct., 328 Main Street
U28D North Andover, MA 01845
Haverhill, MA 01832
Kathleen I. Boshar 17 Stonegate Road 76 Main Street
Chelmsford, MA 01824 Andover, MA 01810
Malcolm W. Brawn 17 Hawk Hill Lane 95 Old River Road
Ipswich, MA 01938 Andover, MA 01810
Thomas J. Burke 6 West Chester Dr. 381 Common Street
Lawrence, MA 01843 Lawrence, MA 01842
Byron R. Cleveland, 130 Holt Road 109 Blanchard Street
Jr. Andover, MA 01810 Lawrence, MA 01843
Neil H. Cullen 74 Bartlett Street South Main Street
Andover, MA 01810 Andover, MA 01810
Richard Hart 23 Ipswich Street 30 Massachusetts Ave.
Harrington No. Andover, MA 01845 North Andover, MA 01845
Robert F. Hatem 780 Andover Street North Essex
Lowell, MA 01850 Community College
Haverhill, MA 01830
Marsha A. McDonough 42 Fairmount Ave. U.S. Dept. of State
Wakefield, MA 01880 Office of Overseas
Schools Room H328, SA-1
Washington, DC 20522-0132
Paul A. Miller 43 Covey Hill Rd. 30 Massachusetts Ave.
Reading, MA 01867 North Andover, MA 01845
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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 $ having been
paid, said articles are deemed to have been filed with me this day of , 20 .
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:
Kevin J. Handly, Esq.
c/o Goulston & Storrs, P.C., 400 Atlantic Avenue
Boston, Massachusetts 02110
Telephone: 617-482-1776