Exhibit 3.109
FORM CD-72-30M-4/86-808881
- -------- FEDERAL IDENTIFICATION
EXAMINER NO. 042482502
---------
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
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.
------------
I, Richard F. Wolf , President and
, Clerk
Wolf Coach, Inc.
- -------------------------------------------------------------------------------
(Name of Corporation)
located at 7 "B" Street, Auburn, MA 01501
-------------------------------
- ---------
NAME do hereby certify that the following amendment to the articles of
APPROVED organization of the corporation was duly adopted by unanimous consent
dated August 15, 1988, by vote of
[ ]
400 shares of common out of 400 shares outstanding,
[ ] ------ ----------------- ------
(Class of Stock)
[ ] shares of out of shares outstanding,
------ ----------------- ------
(Class of Stock)
shares of out of shares outstanding,
------ ----------------- ------
(Class of Stock)
being at least a majority of each class outstanding and entitled to
vote thereon.
CROSS OUT
INAPPLICABLE
CLAUSE
To amend Article 2 of the Articles of Organization of the Corporation
in order to add thereto the following new purposes:
To conduct or engage in electrical contracting and installation and
any other activity incident or advantageous to the electrical
business.
(1) For amendments adopted pursuant to Chapter 156B, Section 70
(2) For amendments adopted pursuant to Chapter 156B, Section 71
Note: If the space provided under Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
- --------- sheets of paper leaving a left hand margin of at least 1 inch for
P.C. 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.
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
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
PREFERRED
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
CHANGE the total to:
---------------------------- --------------------------- ----------------------------- -------------
NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
COMMON
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
PREFERRED
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
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 hereto signed our
name this 15th day of August, in the year 1988.
/s/ Richard F. Wolf President
--------------------------
/s/ Richard F. Wolf 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 $75.00 HAVING BEEN PAID, SAID ARTICLES ARE DEEMED
TO HAVE BEEN FILED WITH ME THIS 15TH DAY OF AUGUST, 1988.
/s/ Michael Joseph Connolly
---------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Sami S. Baghdady
Bowditch & Dewey
- --------------------------------------------------------------------------------
311 Main Street
- --------------------------------------------------------------------------------
Worcester, MA 01608
- --------------------------------------------------------------------------------
Telephone (508) 791-3511
COPY MAILED
FORM CD-72-30M-4/86-808881
- -------- FEDERAL IDENTIFICATION
EXAMINER NO. 042482502
---------
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
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.
--------------------
I, Richard F. Wolf , President and
, Clerk
Wolf Coach, Inc.
- --------------------------------------------------------------------------------
(Name of Corporation)
located at Auburn Industrial Park, Auburn, MA 01501 - 7 B Street
---------------------------------------------------------------------
- --------- do hereby certify that the following amendment to the articles of
NAME organization of the corporation was duly adopted by unanimous consent
APPROVED vote as of September 16, 1987, by vote of
[ ] 400 shares of Common Stock out of 400 shares outstanding,
------ ----------------- ------
[ ] (Class of Stock)
[ ] shares of out of shares outstanding,
------ ----------------- ------
(Class of Stock)
shares of out of shares outstanding,
------ ----------------- ------
(Class of Stock)
CROSS OUT being at least two-thirds of each class outstanding
INAPPLICABLE and entitled to vote thereon and of each class or
CLAUSE series of stock whose rights are adversely
affected thereby.
(1) For amendments adopted pursuant to Chapter 156B, Section 70
(2) For amendments adopted pursuant to Chapter 156B, Section 71
- --------- Note: If the space provided under any Amendment or item on this form
P.C. is insufficient, additions shall be set forth on separate 8 1/2 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.
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
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
PREFERRED
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
CHANGE the total to:
---------------------------- --------------------------- ----------------------------- -------------
NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
COMMON
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
PREFERRED
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
---------------------------- --------------------------- ----------------------------- -------------
VOTED: A director of the 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, except for liability (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 sixty-one or sixty-two of Chapter 156B of the General Laws,
as now in effect or hereafter amended, or (iv) for any transaction
from which the director derived an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any
effect on the liability or alleged liability of any director for or
with respect to any acts or omissions of such director occurring prior
to such amendment or repeal.
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, I have hereto signed my
name this 16th day of September, in the year 1987.
/s/ Richard F. Wolf President
------------------------
/s/ Richard F. Wolf 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 $75.00 HAVING BEEN PAID, SAID ARTICLES ARE DEEMED
TO HAVE BEEN FILED WITH ME THIS 22ND DAY OF SEPTEMBER, 1987.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Peter R. Johnson, Esquire
Bowditch & Dewey
-----------------------------------------------------------------
311 Main Street
-----------------------------------------------------------------
Worcester, MA 01608
-----------------------------------------------------------------
Telephone (617) 791-3511
-----------------------------------------------------------------
COPY MAILED
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
================================================================================
I HEREBY CERTIFY THAT, UPON AN EXAMINATION OF THE WITHIN-WRITTEN
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 $75.00 HAVING BEEN PAID,
SAID ARTICLES ARE DEEMED TO HAVE BEEN FILED WITH ME THIS 20TH DAY OF
MAY 1971
Effective Date
SECRETARY OF THE COMMONWEALTH
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO:
John R. Blake, Esq.
- --------------------------------------------------------------------------------
340 Main Street, Room 565
- --------------------------------------------------------------------------------
Worcester, Mass. 01608
- --------------------------------------------------------------------------------
FILING FEE: 1/20 OF 1% OF THE TOTAL AMOUNT OF THE AUTHORIZED CAPITAL STOCK WITH
PAR VALUE, AND ONE CENT A SHARE FOR ALL AUTHORIZED SHARES WITHOUT PAR
VALUE, BUT NOT LESS THAN $75. GENERAL LAWS, CHAPTER 156B. SHARES OF STOCK
WITH A PAR VALUE OF LESS THAN ONE DOLLAR SHALL BE DEEMED TO HAVE PAR VALUE
OF ONE DOLLAR PER SHARE.
COPY MAILED
7. By-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk, whose names are set out below,
have been duly elected.
8. The effective date of organization of the corporation shall be the date of
filing with the Secretary of the Commonwealth or if later date is desired,
specify date, (not more than 30 days after date of filing).
9. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
corporation in Massachusetts is:
94 Main Street, Northborough, Massachusetts 01532
b. The name, residence, and post office address of each of the initial
directors and following officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
PRESIDENT: Paul J. Wolf Northborough, Mass. 63 Shady Lane Avenue
- ------------------- ------------------------------- ---------------------------- -------------------------------------
TREASURER: David J. Milliken Northborough, Mass. 331 Green Street
- ------------------- ------------------------------- ---------------------------- -------------------------------------
CLERK: Richard P. Houlihan, Jr. Worcester, Mass. 25 Otsego Road
- ------------------- ------------------------------- ---------------------------- -------------------------------------
DIRECTORS: Paul J. Wolf as above as above
Richard P. Houlihan, Jr. as above as above
David J. Milliken as above as above
c. The date initially adopted on which the corporation's fiscal year ends
is:
April 30th
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is:
Third Tuesday in September
e. The name and business address of the resident agent, of any, if the
corporation is:
None
IN WITNESS WHEREOF and under the penalties of perjury the above-named
INCORPORATOR(S) sign(s) these Articles of Organization this 19th day of May
1971.
/s/ Paul J. Wolfe
---------------------------------------------------
Paul J. Wolfe
---------------------------------------------------
---------------------------------------------------
The signature of each incorporator which is not a natural person must be by an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles of Organization.
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F. X. DAVOREN
SECRETARY OF THE COMMONWEALTH
STATE HOUSE
BOSTON, MASS.
ARTICLES OF ORGANIZATION
(UNDER G.L. CH. 156B)
INCORPORATORS
NAME POST OFFICE ADDRESS
Include given name in full in case of natural persons; in case of a corporation,
give state of incorporation.
Paul J. Wolf 63 Shady Lane Avenue
Northborough, Massachusetts 01532
THE ABOVE-NAMED INCORPORATOR(S) DO HEREBY ASSOCIATE (THEMSELVES) WITH THE
INTENTION OF FORMING A CORPORATION UNDER THE PROVISIONS OF GENERAL LAWS, CHAPTER
156B AND HEREBY STATE(S):
1. THE NAME BY WHICH THE CORPORATION SHALL BE KNOWN IS:
Wolf Coach, Inc.
2. THE PURPOSES FOR WHICH THE CORPORATION IS FORMED ARE AS FOLLOWS:
To manufacture, assemble, fabricate, customize, design, improve alter,
produce, purchase, import, or otherwise acquire, own, hold, store, use,
repair, service, sell, market, distribute, export and otherwise dispose of,
and generally to trade and deal in and with, as principal, agent or
otherwise, mobile coaches and related or similar motor vehicles and any and
all machinery, tools, equipment, appliances, devices, supplies and
materials used car useful in connection with or incidental to any of the
foregoing; to acquire, deal in, license or dispose of all kinds of
inventions, processes, trade secrets and know how; to engage in research
and development in any field; to engage in and transact any business or
activity related, incidental or contributory to the foregoing; to the
extent permitted by law, to be a partner in any business enterprise which
this corporation would have power to conduct by itself; and in general to
carry on any business permitted by the laws of the Commonwealth of
Massachusetts to be carried on by a corporation organized under Chapter
156B of the Massachusetts General Laws; all the foregoing to be carried on,
conducted or undertaken in this Commonwealth or anywhere on Earth or
elsewhere.
NOTE: IF PROVISIONS FOR WHICH THE APACE PROVIDED UNDER ARTICLES 2, 4, 5 AND 6 IS
NOT SUFFICIENT ADDITIONS SHOULD BE SET OUT ON CONTINUATION SHEETS TO BE NUMBERED
2A, 2B, ETC. INDICATE UNDER EACH ARTICLE WHERE THE PROVISION IS SET OUT.
CONTINUATION SHEETS SHALL BE ON 8 1/2" X 11" PAPER AND MUST HAVE A LEFT-HAND
MARGIN 1 INCH WIDE FOR BINDING. ONLY ONE SIDE SHOULD BE USED.
2
3. THE TOTAL NUMBER OF SHARES AND THE PAR VALUE, IF ANY, OF EACH CLASS OF
STOCK WHICH THE CORPORATION IS AUTHORIZED IS AS FOLLOWS:
- ------------------------- ----------------------------- ----------------------------------------------------
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
- ------------------------- ----------------------------- ----------------------------------------------------
PAR
NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
- ------------------------- ----------------------------- --------------------------- ---------- -------------
PREFERRED $
- ------------------------- ----------------------------- --------------------------- ---------- -------------
- ------------------------- ----------------------------- --------------------------- ---------- -------------
COMMON 7,500
- ------------------------- ----------------------------- --------------------------- ---------- -------------
*4. IF MORE THAN ONE CLASS TO 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:
None
*5. THE RESTRICTIONS, IF ANY, IMPOSED BY THE ARTICLES OF ORGANIZATION UPON
THE TRANSFER OF SHARES OF STOCK OF ANY CLASS ARE AS FOLLOWS:
- see continuation sheets 1 through 3 attached hereto.
*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:
To the extent permitted by the By-Laws, meeting of the stockholders of
this corporation may be held anywhere in the United States.
To the extent permitted by law and by the By-laws, the directors (as
well as the stockholders) of this corporation shall have the power to make,
amend or repeal, in whole or in part, the By-laws.
- -------------
* If there are no provisions state "None".
3
Restrictions imposed upon the transfer of shares:
Each share of common stock of the corporation is subject to the
requirements and restrictions upon the transfer of such shares set forth below,
and the same shall constitute a contract of each shareholder with the
corporation, shall be binding upon each shareholder and his heirs, assigns,
executors, administrators, or other legal representatives and upon all other
persons succeeding to or standing in the place of or holding under the
shareholder, whether by act of the :shareholder or by operation of law. These
provisions shall not be discharged by any transfer of shares which may be made
in compliance with the provisions hereof, but shall apply anew to such shares in
the hands of the new holder thereof. These provisions shall not restrict the
making of a bona fide pledge of any shares to secure an indebtedness, but shall
apply fully with respect to any proposed transfer from the name of the
shareholder pursuant to such pledge, whether upon foreclosure or otherwise and
whether to the pledgee or to any other person.
1. Any shareholder desiring to sell or otherwise dispose of any of his
shares of common stock, ("transferor shareholder") shall first give written
notice thereof to the corporation, and shall therewith offer in writing to sell
such shares to the remaining stockholders of the corporation at the "arbitrated
price" as defined in paragraph 2 hereof. The transferor shareholder shall
transmit with such offer the name of an arbitrator and the certificate or
certificates representing the shares of stock which such shareholder desires to
sell or otherwise dispose of for deposit with the Directors of the corporation,
said certificates to be endorsed in blank for transfer.
2. Upon receipt of said offer, name and certificate or certificates, the
Directors of the corporation shall within five (5) days notify the remaining
shareholders of said receipt. The remaining shareholders shall then, within ten
(10) days after the giving of said notice by the Directors, and by decision of a
majority of shares held by said remaining shareholders, designate an arbitrator
and shall notify the Directors in writing of such designation. The Directors
shall then promptly notify the arbitrator designated by the transferor
shareholder of the name of the arbitrator designated by the remaining
shareholders. Both arbitrators shall then, within five (5) days after receipt of
notice by the arbitrator designated by the transferor shareholder as aforesaid,
meet and designate a third arbitrator, whereupon the three arbitrators shall
meet to discuss, study and render a decision, within ten (l0) days after
designation of the third arbitrator, as to the value of the shares proposed to
be transferred by the transferor shareholder. Such valuation shall be based upon
such standard valuation method or methods as the arbitrators may select and the
decision of a majority of the arbitrators shall be binding upon all stockholders
of the corporation. If the two arbitrators initially designated shall fail to
agree upon a third arbitrator within the aforesaid five (5) day period, either
arbitrator may request the American Arbitration Association ("Association") to
designate a third arbitrator, whereupon the three arbitrators shall meet and
promptly decide the matter in question as aforesaid and report their decision to
the Directors of the corporation. The procedures for rendering a decision by the
arbitrators shall be governed by the rules of the Association, with the
transferor shareholder and the remaining shareholders to bear the costs and
expenses of their respective arbitrator and with the costs and expenses of the
third arbitrator to be shared one-half (1/2) by the transferor shareholder and
one-half (1/2) by the remaining shareholders.
4
3. The Directors of the corporation, within five (5) days after receipt of
the arbitrators' decision, shall notify all shareholders in writing as to the
same. Each remaining shareholder shall be entitled to purchase, within five (5)
days of the giving of notice by the Directors, such part of the shares proposed
to be transferred as his then stockholdings in the corporation bear to the then
stockholdings of all the remaining shareholders. Any of the shares proposed to
be transferred which are not so purchased shall be reoffered for an additional
five (5) day period to those remaining shareholders who have purchased their
initial allocation in full, such reoffer to be in the proportion that each
eligible remaining shareholder's then stockholdings in the corporation
(including shares already purchased from the shares proposed to be transferred)
bears to the then stockholdings (including shares already so purchased) of all
the remaining shareholders eligible to purchase shares pursuant to such
reoffering. The foregoing procedure shall be repeated until all remaining
shareholders have declined to purchase further shares from among those proposed
to be transferred and thereupon the unpurchased shares may be transferred as
proposed within the fifteen (15) day period after all remaining shareholders
have declined to purchase further shares from among those proposed to be
transferred. Any such shares not transferred by the transferor shareholder
within this fifteen (15) day period shall become again subject to the
restrictions on transferability set forth herein.
4. Shares shall be purchased hereunder by delivery to the Directors of the
corporation by the remaining shareholder making such purchase of cash or a
certified, bank or tellers' check in the proper amount within the applicable
five day period. Upon completion of purchases by the remaining shareholders of
the shares proposed to be transferred, the Directors shall deliver to the
remaining shareholders certificates for the shares of stock they have
respectively purchased and shall deliver to the transferor shareholder the
payments received for shares so purchased by the remaining shareholders and a
certificate for the unpurchased shares.
5. In transmitting offers of the transferee shareholder's shares to the
remaining shareholders hereunder, the Directors shall make such adjustments in
the shares offered to each remaining shareholder as shall be necessary to
eliminate any offer of a fractional share.
6. In any case arising under the foregoing restrictions on transfer, the
stockholders of the corporation, by a unanimous vote at a meeting duly called
and held at least in part for the purpose, may waive for the specific transfer
proposed any one or more of the foregoing restrictions on transfer upon such
terms and conditions as they by such vote shall determine.
7. Failure of the remaining shareholders to designate an arbitrator within
the ten (10) day period specified in paragraph 2 shall entitle the transferor
shareholder to transfer, without complying with the rest of these provisions,
the shares as to which he has given notice of intention to transfer.
8. In the event that the three arbitrators designated pursuant to paragraph
2 are unable to render a decision within thirty (30) days after designation of
the third arbitrator by the Association, the matter of valuation shall be
referred to the Association far its prompt decision.