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EXHIBIT 3(a)
[COMMONWEALTH OF MASSACHUSETTS] [OFFICE OF THE SECRETARY OF STATE]
RESTATED ARTICLES OF ORGANIZATION
This certificate must be submitted to the Secretary of the
Commonwealth 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
located at 40 Court Street, Boston, Massachusetts 02108, 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.
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, powers 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.
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
CLASS OF STOCK NUMBER OF SHARES
-------------- ----------------
Preferred NONE
Common NONE
WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES PAR VALUE
-------------- ---------------- ---------
Preferred NONE NONE
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Common 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 or stockholders, or of any class of stockholders: SEE ATTACHED
RIDERS A AND B.
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
liability of a director for acts or omissions prior to such repeal or
modification.
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, join 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 have been threatened, while in office
or thereafter, by reason of his being or having been such a director, officer,
employee,
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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 determined
that indemnification of such expenses is not authorized hereunder.
If, in an action, suit or proceeding brought 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.
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 disinterested
directors, or (c) by vote of the holders 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 whom 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, administrators 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,
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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 against 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."
*We further certify that the foregoing 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
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. Sidell, President
/s/ Eric R. Fischer, Assistant Clerk
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
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[COMMONWEALTH OF MASSACHUSETTS]
[OFFICE OF THE SECRETARY OF STATE]
ARTICLES OF AMENDMENT
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. located at 40 Court Street, Boston, MA 02108 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 shares of Common Stock out of 13,089,148 shares outstanding, being at
least two-thirds of each class outstanding and entitled to vote thereon and of
each class or series 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.
TO CHANGE the number of shares and the par value, if any, of each class of
stock within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
COMMON NONE 30,000,000 $0.625
PREFERRED NONE NONE NONE
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
COMMON NONE 30,000,000 $0.625
PREFERRED NONE 4,000,000 $1.000
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 1 56B, Section 6 of The General Laws
unless these articles
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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 later 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, Sr Vice President
/s/ Eric R. Fisher, Assistant Clerk
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 JOSEPH CONNOLLY
Secretary of State
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[COMMONWEALTH OF MASSACHUSETTS]
[OFFICE OF THE SECRETARY OF STATE]
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
We, William C. Brooks, Senior Vice President, and Eric R. Fischer, Clerk, of
UST Corp. located at: 40 Court Street, Boston, Massachusetts do hereby certify
that these ARTICLES OF AMENDMENT affecting Articles NUMBERED: 4 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 shares of Common Stock out of 13,089,148
shares outstanding being at least two-thirds of each type, class or series
outstanding and entitled to vote thereon and of each type, class or series of
stock whose rights are adversely affected thereby:
To amend Article IV of the Restated Articles of Organization as follows:
(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
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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.
The foregoing amendment will become effective when these articles of amendment
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 later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 24th day of December , in the year 1993 .
/s/ William C. Brooks, Senior Vice President
/s/ Eric R. Fischer, Clerk
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 J. CONNOLLY
Secretary of State