Client Copy
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON. MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION (Under G.L. Ch. 156B)
ARTICLE I
The name of the corporation is:
THE NEW DAWNING COMPANY, INC.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
To engage in, conduct and carry on a business involving the financing,
production, promotion and presentation of theatrical plays and shows, anywhere
in the world, and all matters incidental and related thereto.
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, whether or not related to those referred to in the foregoing
paragraph.
ARTICLE III
The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue is as follows:
WITHOUT PAR VALUE STOCKS
Type Number of Shares
Common 20,000
ARTICLE IV
If more than one type, class or series is authorized, a description of each
with, if any, the preferences, voting powers, qualifications, special or
relative rights or to each type and class thereof and any series now
established.
Not applicable
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
See V.A. attached hereto and made a part hereof.
ARTICLE VI
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: (If there are no provisions state
"None".)
None
- 2 -
V.A.
Any stockholder, including the heirs, assigns, executors, or
administrators of a deceased stockholder, desiring to sell or transfer such
stock owned by him or them, shall first offer it to the corporation through the
Board of Directors, in the manner following:
He shall notify the directors of his desire to sell or transfer by
notice in writing, which notice shall contain the price at which he is willing
to sell or transfer and the name of one arbitrator. The directors shall within
thirty days thereafter either accept the offer, or by notice to him in writing
name a second arbitrator, and these two shall name a third. It shall then be the
duty of the arbitrators to ascertain the value of the stock, and if any
arbitrator shall neglect or refuse to appear at any meeting appointed by the
arbitrators, a majority may act in the absence of such arbitrator.
After the acceptance of the offer, or the report of the arbitrators as
to the value of the stock, the Directors shall have thirty days within which to
purchase the same at such valuation, but if at the expiration of thirty days,
the corporation shall not have exercised the right to purchase, the owner of the
stock shall be at liberty to dispose of the same in any manner he may see fit.
No shares of stock shall be sold or transferred on the books of the
corporation until these provisions have been complied with, but the Board of
Directors may, in any particular instance, waive these requirements.
In the event the corporation does not choose to purchase the stock, any
stockholder desiring to sell or transfer such stock owned by him, shall then
offer it to the remaining stockholders in the same manner set out above.
- 3 -
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 appropriate form
provided therefor.
ARTICLE VIII
a. The street address of the corporation IN MASSACHUSETTS is: (post office
boxes are no 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 as follows:
NAME RESIDENCE POST OFFICE ADDRESS
PRESIDENT: Jon B. Platt 220 Boylston St. -#1109 220 Boylston St. -#1109
Boston, MA 02116 Boston, MA 02116
TREASURER: Jon B. Platt 220 Boylston St. -#1109 220 Boylston St. -#1109
Boston, MA 02116 Boston, MA 02116
CLERK: Jon B. Platt 220 Boylston St. -#1109 220 Boylston St. -#1109
Boston, MA 02116 Boston, MA 02116
DIRECTORS: Jon B. Platt 220 Boylston St. -#1109 220 Boylston St. -#1109
Boston, MA 02116 Boston, MA 02116
c. The fiscal year (i.e., tax year) of the corporation shall end on the
last day of the mouth of:
December in each year
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation,
if any, is:
none
- 4 -
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose times 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 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 18 day of January 1994.
- 5 -
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B SECTION 12
I hereby certify that, upon an 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 $ having been
paid, said articles are deemed to have been filed with me this day of 19__.
Effective date
MICHAEL J. CONNOLLY
Secretary of State
FILING FEE: 1/10 of 1% of the total amount of the 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
Arthur M. White
BIKOFSKY AND WHITE
281 Pleasant Street, Framingham, MA 01701
Telephone: (508) 879-5000
- 6 -