The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
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.
David C. Katz 29 Wendell Avenue
Pittsfield, MA 01201
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):
- --------
Name 1. The name by which the corporation shall be known is:
Approved
PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC.
2. The purpose for which the corporation is formed is as
follows:
A. To manufacture, buy, sell and deal with products of
all kinds for protection of persons and property for
military and non-military purposes.
B. 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 paragraph.
C [_]
P [_]
M [_]
R.A. [_]
Note: If the space provided under any article 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
- -------- binding. Additions to more than one article may be continued on a
R.C single sheet so long as each article requiring each such addition is
clearly indicated.
3. The total number of shares and the par value, if any, of
each class of stock within the corporation is authorized as
follows:
------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
--------------------------------------------------
PAR
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
------------------------------------------------------------------
Preferred -0- -0- $
------------------------------------------------------------------
------------------------------------------------------------------
Common 15,000 -0-
------------------------------------------------------------------
*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:
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:
None.
*6. Other lawful provisions, if any, for the conduct and
regulation of 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 Page -6A- attached.
*If there are no provisions state "None".
- 6A -
6. Other lawful provisions 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 any class of stockholders:
(A) The directors may make, amend or repeal the By-Laws in whole or in
part, except with respect to any provision thereof which by law or by
the By-Laws requires action by the stockholders.
(B) Meetings of the stockholders may be held anywhere in the United
States.
(C) The corporation may be a partner in any business enterprise it would
have power to conduct by itself.
(D) The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office
by reason of any interest. In the absence of fraud, any director,
officer or stockholder of this corporation individually, or any
individual having any interest in any concern which is a stockholder
of this corporation, or any concern in which any such directors,
officers, stockholders or individuals have any interest, may be a
party to, or may be pecuniarily or otherwise interested in, any
contract, transaction or other act of this corporation, and
(1) such contract, transaction or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or benefit
realized through any such contract, transaction or act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize any
such contract, transaction or act, and may vote to authorize the
same;
the term "interest" including personal interest and interest as a
director, officer, stockholder, trustee, member of beneficiary of any
concern; and
the term "concern" meaning any corporation, association, trust,
partnership, firm, person or other entity other than this corporation.
(E) No President, Vice President, Treasurer, Assistant Treasurer, Clerk,
Assistant Clerk, member of the Executive Committee or director of the
corporation shall be personally liable to the corporation or its
members for monetary damages for or arising out of a breach of
fiduciary duty as an officer or director notwithstanding any provision
of law imposing such liability; provided, however, that the foregoing
shall not eliminate or limit the liability of an officer or director
to the extent it may be imposed by law (i) for a breach of the
director's duty of loyalty to the corporation or its members, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) for any transaction
from which the officer or director derived an improper personal
benefit. The foregoing provision shall not eliminate or limit the
liability of an officer or director for any act or omission occurring
prior to the date upon which the foregoing provision became effective.
No amendment or deletion of the foregoing provisions of this paragraph
(E) which restricts or limits the limitations on liability provided
hereunder to officers or directors shall apply or be effective with
respect to actions and omissions of any officer or director occurring
prior to the date said amendment or deletion became effective.
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 the 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 of Massachusetts is:
20 Keeler Street, Pittsfield, MA 01201
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: William F. McNeil 110 Roselyn Drive Same
Pittsfield, MA 01201
Treasurer: Timothy F. Horrigan 40 Baldwin Avenue Same
Pittsfield, MA 01201
Clerk: Philip C. Martino 1303 Holmes Road Same
Pittsfield, MA 01201
Directors: William F. McNeil 110 Roselyn Drive Same
Pittsfield, MA 01201
Timothy F. Horrigan 40 Baldwin Avenue Same
Pittsfield, MA 01201
Philip C. Martino 1303 Holmes Road Same
Pittsfield, MA 01201
c. The date initially adopted on which the corporation's fiscal year ends
is: December 31
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is: Third Tuesday in April
e. The name and business address of the resident agent, if any, of the
corporation is: N/A
IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 13th day of January 1988.
/s/ David C. Katz
- --------------------
David C. Katz
- --------------------
- --------------------
The signature of each incorporator which is not a natural person must be an
individual who shall show the capacity in which he act: and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles o Organization.