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FORM CD-74-10M-10-79-152328 EXHIBIT 4.1
THE COMMONWEALTH OF MASSACHUSETTS
[LETTERHEAD]
MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
Secretary of State NO. 04-2436093
ONE ASHBURTON PLACE, BOSTON, MASS: 02108
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
This certifcate must be submitted to the Secretary of the Commonweatlh
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to
the Commonwealth of Massachusetts.
------------------
We. James V. Sidell President, and
Eric R. Fischer Assistant Clerk of
UST Corp.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Corporation)
40 Court Street, Boston, Massachusetts 02108
located at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
do hereby certify that the following restatement of the articles of
organization of the corporation was duly adopted at a meeting held on May 17,
1988, by vote of the Board of Directors in accordance with M.G.L.C. 156B, Sec.
74.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Class of Stock)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Class of Stock)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Class of Stock)
1. The name by which the corporation shall be known is:
UST Corp.
2. The purposes for which the corporation is formed are as follows:
To purchase, receive, hold and own bonds, shares of capital stock, mortgages,
debentures, notes and other securities, obligations, contracts and evidences of
indebtedness of any private, public or municipal corporation or the government
of the United States or any State, territory or colony thereof or of any
foreign state or country; to receive, collect and dispose of interest,
dividends and income upon and from any of the bonds, mortgages, debentures,
notes, shares of capital stock, securities, obligations, contracts, evidences
of indebtedness and other property held or owned by it and to exercise in
respect of all such property any and all the rights, poweres and privileges of
individual owners thereof. To carry on any business permitted by the laws of
the Commonwealth of Massachusetts to a corporation organized under Chapter 156B
and subject to Chapter 167A.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 81/2 x 11 sheets of paper
leaving a left hand margin of at least 1 inch for binding. Additions to more
than one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
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3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
Preferred NONE NONE NONE
Common NONE 30,000,000 0.625
* 4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:
NOT APPLICABLE
* 5. The restrictions, if any, imposed by the articles of organization upon the
transfer of shares of stock of any class are as follows:
NONE
* 6. 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 of stockholders, or of any class of stockholders:
See attached Riders A and B.
* If there are no such provisions, state "None".
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RIDER A
" LIABILITY OF DIRECTORS
A Director of this Corporation shall not 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 provision of Article 6 shall not
eliminate the liability of a director to the extent such liability is imposed
by applicable law (i) for any breach of the director's duty of loyalty to this
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)
for any transaction from which the director derived an improper personal
benefit, or (iv) for paying a dividend, approving a stock repurchase or making
loans which are illegal under certain provisions of Massachusetts law, as the
same exists or hereafter may be amended. If Massachusetts law is hereafter
amended to authorize the further limitation of the legal liability of the
directors of this Corporation, the liability of the directors shall then be
deemed to be limited to the fullest extent then permitted by Massachusetts law
as so amended. Any repeal or modification of this provision of Article 6 which
may hereafter be effected by the stockholders of this Corporation shall be
prospective only, and shall not adversely affect any limitation on the liabilty
of a director for acts or omissions prior to such repeal or modification."
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RIDER B
"INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
The Corporation shall to the fullest extent legally permissible indemnify each
person who is or was a director, officer, employee or other agent of the
Corporation and each person who is or was serving at the request of the
Corporation as a director, trustee, officer, employee or other agent of another
corporation or of any partnership, joint venture, trust, employee benefit plan
or other enterprise or organization against all liabilities, costs and
expenses, including but not limited to amounts paid in satisfaction of
judgments, in settlement or as fines and penalties, and counsel fees and
disbursements, reasonably incurred by him in connection with the defense or
disposition of or otherwise in connection with or resulting from any action,
suit or other proceeding, whether civil, criminal, administrative or
investigative, before any court or administrative or legislative or
investigative body, in which he may be or may have been involved as a party or
otherwise or with which he may be or may havee been threatened, while in office
or thereafter, by reason of his being or having been such a director, officer,
employee, agent or trustee, or by reason of any action taken or not taken in
any such capacity, except with respect to any matter as to which he shall have
been finally adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that his action was in the best
interests of the Corporation (any person serving another organization in one or
more of the indicated capacities at the request of the Corporation who shall
not have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interest of such other
organization shall be deemed so to have acted in good faith with respect to the
Corporation) or to the extent that such matter relates to service with respect
to an employee benefit plan, in the best interest of the participants or
beneficiaries of such employee benefit plan. Expenses, including but not
limited to counsel fees and disbursements, so incurred by any such person in
defending any such action, suit or proceeding, shall be paid from time to time
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the person
indemnified to repay the amounts so paid if it shall ultimately be detemined
that indemnification of such expeses is not authorized hereunder.
If, in an action, suit or proceeding brough by or in the name of the
Corporation, a director of the Corporation is held not liable for monetary
damages, whether because that director is relieved of personal liability under
the provisions of this Article 6 of the Articles of Organization, or otherwise,
that director shall be deemed to have met the standard of conduct set forth
above and to be entitled to indemnification for expenses reasonably incurred in
the defense of such action, suit or proceeding.
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RIDER B
Continued
As to any matter disposed of by settlement by any such person, pursuant to a
consent decree or otherwise, no such indemnification either for the amount of
such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the Corporation, after
notice that it involves such indemnification, (a) by vote of a majority of the
disinterested directors then in office (even though the disinterested directors
be less than a quorum), or (b) by any disinterested person or persons to whom
the question may be referred by vote of a majority of such disintrested
directors, or (c) by vote of the hodlers of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class, exclusive
of any stock owned by any interested person, or (d) by any disinterested person
or persons to whome the question may be referred by vote of the holders of a
majority of such stock. No such approval shall prevent the recovery from any
such officer, director, employee, agent or trustee of any amounts paid to him
or on his behalf as indemnification in accordance with the preceding sentence
if such person is subsequently adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the Corporation.
The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which any director, officer, employee, agent or
trustee may be entitled or which may lawfully be granted to him. As used
herein, the terms "director", "officer", "employee", "agent", and "trustee"
include their respective executors, adminstrators and other legal
representatives, an "interested" person is one against whom the action, suit or
other proceeding in question or another action, suit or other proceeding on the
same or similar grounds is then or had been pending or threatened, and a
"disinterested" person is a person against whom no such action, suit or other
proceeding is then or had been pending or threatened.
By action of the board of directors, notwithstanding any interest of the
directors in such action, the Corporation may purchase and maintain insurance,
in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer,
employee or other agent of the Corporation, or is or was serving at the request
of the Corporation as director, trustee, officer, employee or other agent of
another corporation or of any partnership, joint venture, trust, employee
benefit plan or other enterprise or organization agianst any liability incurred
by him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability."
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"We further certify that the forgoing restated articles of organization effect
no amendments to the articles of organization of the corporation as heretofore
amended except amendments to the following articles.. . . . . . . . . . . . .
None
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(*If there are no such amendments, state "None".)
Briefly describe amendments in space below:
N/A
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this nineteenth day of May in the year 1988
/s/ JAMES V. SIDELLL, James V. Sidell
. . . . . . . . . . . . . . . . . . . . . . . . . . . President
/s/ ERIC R. FISCHER, Eric R. Fischer
. . . . . . . . . . . . . . . . . . . . . . . . . . . Assistant Clerk
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THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
I hereby approve the within restated articles of
organization and, the filing fee in the amount of
$ 150.00 having been paid, said articles are deemed
to have been filed with me this 25th day of May, 1988.
MICHAEL JOSEPH CONNOLLY
Secretary of State
A TRUE COPY ATTEST
[OFFICIAL STAMP WITH
/S/ MICHAEL JOSEPH CONNELLY
DATE 8/10/93 AND CLERK INITIALS]
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTAED ARTICLES OF ORGANIZAITON TO BE SENT
TO: Eric R. Fischer
Senior Vice President and General Counsel
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UST Corp.
40 Court Street
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Boston, MA 02108
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(617) 726-7377
Telephone: . . . . . . . . . . . . . . . . . . . . . . .
COPY MAILED
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[TWO STARS]
FORM CD-72-30M-4/86-808881
THE COMMONWEALTH OF MASSACHUSETTS
[LETTERHEAD]
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNELLY, SECRETARY FEDERAL IDENTIFICATION
ONE ASHBURTON PLACE, BOSTON, MASS: 02108 NO. 04-2436093
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within
sixty days after the date of the vote of stockholders adopting the amendment.
The fee for filing this certificate is prescribed by General Laws, Chapter
156B, Section 114. Make check payable to the Commonwealth of Massachusetts.
-----------------
We. William C. Brooks Senior Vice President and
Eric R. Fischer Assistant Clerk of
UST Corp.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Corporation)
40 Court Street, Boston, MA 02108
located at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 21, 1991 by vote
of
9,077,657 Common Stock
. . . . . . . . . . . . shares of. . . . . . . . . . . . out of 13,089,148. . . . . . . . . . . . shares outstanding,
(Class of Stock)
. . . . . . . . . . . . shares of. . . . . . . . . . . . out of . . . . . . . . . . . . shares outstanding, and
(Class of Stock)
. . . . . . . . . . . . shares of. . . . . . . . . . . . out of . . . . . . . . . . . . shares outstanding,
(Class of Stock)
CROSS OUT being at least two-thirds of each class outstanding and
INAPPLICABLE entitled to vote thereon and of each class or series
CLAUSE of stock whose rights are adversely affected thereby:*
VOTED: To create a class of Preferred Stock consisting of
4,000,000 authorized shares with a par value of $1 per share.
/initialized as "ERJ for UST Corp."/
* For amendments adopted pursuant to Chapter 156B Section 70
* For amendments adopted pursuant to Chapter 156B Section 71
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 81/2 x 11 sheets of paper
leaving a left hand margin of at least 1 inch for binding. Additions to more
than one Amendment may be continued on a single sheet so long as each Amendment
requiring each such addition is clearly indicated.
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TO CHANGE the number of shares and the par value, if any, of each class of
stock withing hte corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUBMER OF SHARES VALUE
COMMON none 30,000,000 $0.625
PREFERRED none none none
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUBMER OF SHARES VALUE
COMMON none 30,000,000 $0.625
PREFERRED none 4,000,000 $1
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THE FOREGOING AMENDMENT WILL BECOME EFFECTIVE WHEN THESE ARTICLES OF AMENDEMNT
ARE FILED IN ACCORDANCE WITH CHAPTER 156B, SECTION 6 OF THE GENERAL LAWS UNLESS
THESE ARTICLES SPECIFY, IN ACCORDANCE WITH THE VOTE ADOPTING THE AMENDMENT, A
LATER EFFECTIVE DATE NOT MORE THAN THIRTY DAYS AFTER SUCH FILING, IN WHICH
EVENT THE AMENDMENT WILL BECOEM EFFECTIVE ON SUCH LATE DATE.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 3rd day of July, in the year 1991
/s/ WILLIAM C. BROOKS , William C. Brooks, Sr. Vice President
/s/ ERIC R. FISCHER , Eric R. Fischer, Assistant Clerk
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367150
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $4,000.00 having
been paid, said articles are deemed to have been filed
with me this 3rd day of July, 1991.
/s/ MICHAEL J. CONNELLY
MICHAEL JOSEPH CONNELLY
Secretary of State
A TRUE COPY ATTEST
[OFFICIAL STAMP WITH
/S/ MICHAEL JOSEPH CONNELLY
DATE 8/10/93 AND CLERK INITIALS]
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: Eric R. Fischer, Esq.
Senior Vice President and
General Counsel
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UST Corp.
40 Court Street
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Boston, MA 02108
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(617) 726-7377
Telephone: . . . . . . . . . . . . . . . . . . . . . . .
COPY MAILED
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THE COMMONWEALTH OF MASSACHUSETTS
[LETTERHEAD]
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNELLY, SECRETARY FEDERAL IDENTIFICATION
ONE ASHBURTON PLACE, BOSTON, MASS: 02108 NO. 04-2436093
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
We. William C. Brooks Senior Vice President and
Eric R. Fischer Clerk of
UST Corp.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(EXACT Name of Corporation)
40 Court Street, Boston, MA 02108
located at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles
NUMBERED: 4
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on December
6, 1990 and adjourned and concluded December 18, 1990 by a vote of:
9,365,747 shares of Common Stock out of 12,996,940 shares outstanding and at
a meeting held on May 21, 1991 by a vote of:
9,077,657 Common Stock
. . . . . . . . . . . . shares of. . . . . . . . . . . . out of 13,089,148. . . . . . . . . . . . shares outstanding,
type, class & series, (if any)
. . . . . . . . . . . . shares of. . . . . . . . . . . . out of . . . . . . . . . . . . shares outstanding, and
type, class & series, (if any)
. . . . . . . . . . . . shares of. . . . . . . . . . . . out of . . . . . . . . . . . . shares outstanding,
type, class & series, (if any)
CROSS OUT being at least two-thirds of each class outstanding and
INAPPLICABLE entitled to vote thereon and of each type, class or series
CLAUSE of stock whose rights are adversely affected thereby: 2
To amend Article IV of the Restated Articles of Organization as follows:
See attached Continuation Page 1
C / /
P / /
M / / 1 For amendments adopted pursuant Chapter 156B Section 70
R.A. / / 2 For amendments adopted pursuant Chapter 156B Section 71
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- -------
P.C.
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 81/2 x 11 sheets of paper
leaving a left hand margin of at least 1 inch for binding. Additions to more
than one amendment may be continued on a single sheet so long as each amendment
requiring each such addition is clearly indicated.
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TO CHANGE the number of shares and the par value, (if any), of any type, class
or series of stock which the corporation is authorized to issue, fill in the
following: Not applicable
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
COMMON: COMMON:
PREFERRED: PREFERRED:
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
COMMON: COMMON:
PREFERRED: PREFERRED:
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The foregoing amendment will become effective when these articles of amendemnt
are filed in accordance with Chapter 156b, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which
event the amendment will become effective on such late date. LATER EFFECTIVE
DATE: ___________________________
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 24th day of December, in the year 1993.
/s/ WILLIAM C. BROOKS , William C. Brooks, Senior Vice President
/s/ ERIC R. FISCHER , Eric R. Fischer, Clerk
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450100
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
===============================================
I hereby approve the within articles of amendment
and, the filing fee in the amount of $100.00 having
been paid, said articles are deemed to have been filed
with me this 24th day of December, 1993.
/s/ MICHAEL JOSEPH CONNELLY
MICHAEL J. CONNELLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Sonya M. Tsiros, Esq.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bingham, Dana & Gould
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150 Federal Street, Boston, MA 02110
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(617) 951-8000
Telephone: . . . . . . . . . . . . . . . . . . . . . . .
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Continuation Page 1
(A) There shall be a class of common stock having a par value of
$0.625 per share consisting of 30,000,000 shares. The holders of record of
such common stock shall have one vote for each share of such common stock held
by them, respectively.
(B) There shall be a class of Preferred Stock consisting of 4,000,000
shares with a par value of $1.00 per share. The shares of the Preferred Stock
are to be issuable at any time or from time to time in one or more series as
and when established by the Board of Directors, each such series to have such
designation, preferences, voting powers, qualifications and special or relative
rights or privileges as may be fixed by the Directors prior to the issuance of
any shares thereof, and each such series may differ from every other series
already outstanding as may be determined by the Directors prior to the issuance
of any shares thereof, including, but not limited to, any or all of the
following:
(a) the dividend rate or rates or the manner of determining the
same to which holders of the Preferred Stock of any such series
shall be entitled and whether dividends shall be cumulative or
non-cumulative;
(b) the terms and manner of the redemption by the Corporation of
the Preferred Stock of any such series;
(c) the special or relative rights of the holders of the
Preferred Stock of any such series in the event of the voluntary or
involuntary liquidation, distribution or sale of assets,
dissolution or winding-up of the Corporation;
(d) the terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of any such
series;
(e) the right, if any, of the holders of Preferred Stock of any
such series to convert the same into stock of any other class or
classes or into other securities of the Corporation, and the
terms and conditions of such conversion;
(f) the voting rights, if any, of the holders of Preferred Stock
of any such series; and
(g) such other respects as may at the time of the authorization
of such shares be permitted by applicable law.