The Commonwealth of Massachusetts
WILLIAM FRANCIS GALVIN
secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
ARTICLE I The name of the
corporation is:
American Playhouse Realty, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
To own and operate a theater for public and private performances.
To carry on any other business, transaction or activity which may be lawfully
carried on by a corporation organized under Massachusetts General Laws, Ch.
156B, as amended.
CONTINUATION SHEET 2B
Article VI Continuation
The other lawful provisions 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 any class of stockholders, are set forth in this Article VI.
(a) By-laws. The By-laws may provide that 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 the By-laws requires action by the stockholders.
(b) Meetings. Meetingsof the stockholders of the corporation may be
held anywhere in the United States.
(c) Acting as Partner. The corporation may be a general or limited
partner in any business enterprise it would have power to conduct by itself.
(d) Indemnification. The corporation may provide, either in the
corporation's By-laws or by contract, for the indemnification of directors,
officers, employees and agents, by whomever elected or appointed, to the full
extent presently permitted by law; provided, however, that if applicable law is
hereafter modified to permit indemnification in situations where it was not
theretofore permitted, then such indemnification may be permitted to the full
extent permitted by such law as amended.
(e) Transactions with Interested Persons. The By-laws may contain
provisions providing that no contract or transaction of the corporation shall be
void or voidable by reason of the fact that any officer, director or stockholder
of the corporation may have held an interest therein.
(f) Vote Required for Certain Transactions. The vote of a majority of
the outstanding shares of each class of stock outstanding and entitled to vote
thereon shall be sufficient to approve any agreement of merger or consolidation
of the corporation with or into another corporation or of another corporation
into the corporation, or to approve any sale, lease or exchange of substantially
all of the assets of the corporation, notwithstanding any provision of law that
would otherwise require a greater vote in the absence of this provision of
Article VI.
(g) Elimination of Directors' Personal Liability. No director shall 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 shall not
eliminate or limit the liability of a director (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 section sixty-one or sixty-two of Chapter
156B of the Massachusetts General Laws, or (iv) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal of
this paragraph shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to the date of such amendment or
repeal.
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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 EFFECTIVE DATE is
desired, specify such date which shall not be more than thirty days after the
date of filing.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the form provided
therefor.
ARTICLE VIII
a. The street address of the corporation IN MASSACHUSETTS is: (post office
boxes are not acceptable)
120 Boylston Street, Suite 502
Boston, MA 02116
b. The name, residence and post office address (if different) of the directors
and officers of the corporation are:
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NAME RESIDENCE POST OFFICE ADDRESS
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PRESIDENT: Jon B. Platt 220 Boylston Street Same
Boston, MA 02116
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TREASURER: Jon B. Platt 220 Boylston Street Same
Boston, MA 02116
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CLERK: Jon B. Platt 220 Boylston Street Same
Boston, MA 02116
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DIRECTORS: Jon B. Platt 220 Boylston Street Same
Boston, MA 02116
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c. The fiscal year (i.e., tax year) of the corporation shall end on the Last
day of the month of December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
any, 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 whose names and business or
residential address(es) ARE
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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 27th day of June 1995
/s/ Carol R. Newman
Carol R. Newman
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
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 $200.00 having been paid, said articles are deemed to have
been filed with me this 28th dayof June 1995
/s/ William Francis Galvin
Secretary of the Commonwealth
WILLIAM FRANCIS GALVIN
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 one dollar,
or no par stock, shall be deemed to have a par value of one
dollar per share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT TO:
Jay F. Theise, Esquire
Cherwin & Glickman
One International Place
Boston, MA 02110
Telephone: (617) 330-1625
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