ARTICLES OF ORGANIZATION (Under G.L. Ch. 156B)
ARTICLE I.
The name of the corporation is:
Boylston Street Theatre Corp.
ARTICLE II.
The purpose of the corporation is to engage in the following
business activities:
To erect, equip, rent, lease, operate and manage public halls,
theaters, opera houses and places of amusement, and to produce, exhibit and
exploit therein attractions of various kinds and natures, including dramatic,
operatic and musical performances, concerts, motion pictures, intellectual and
instructive entertainments, and in general to carry on the business of
theatrical proprietors and producers for public entertainment and amusement;
To purchase, lease or otherwise acquire, to own, control, book, manage,
promote, produce and conduct any and all manner of amusement and theatrical
enterprises;
To purchase or otherwise acquire, hold, own, maintain, improve,
operate, mortgage, sell, convey, lease, sublease or otherwise deal in and
dispose of real and personal property of every kind, character and description
whatsoever in connection with the foregoing; and to carry on any other business
permitted by the laws of the Commonwealth of Massachusetts to a corporation
organized under Chapter 156B of said laws.
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 WITH PAR VALUE STOCKS
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TYPE Number of Shares TYPE Number of Shares Par Value
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Common: 200,000 Common: None
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Preferred: None Preferred: None
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ARTICLE IV.
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established with any class.
None
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 5A
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 them are no provisions state
"None".)
See 6A
Note: The Preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
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-5A-
Any stockholder, including the heirs, assigns, executors or
administrators of a deceased stockholder, desiring to sell or transfer any
shares of common stock of this Corporation owned by him or them shall first
offer said shares 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 may at any time
within thirty days after receipt of the offer by notice in writing accept or
reject the offer or elect to have a price determined by three arbitrators.
Failure by the Directors within said period of thirty days to either accept or
reject said offer or to elect to have a price determined by arbitrators shall be
deemed to be a rejection of the offer by the Directors.
If the Directors elect to accept the offer, the Corporation shall
purchase the shares within thirty days after the date of the notice of such
election.
If the Directors elect to have a price determined by arbitrators, the
notice shall name a second arbitrator. The two arbitrators so named shall name a
third arbitrator. It shall then be the duty of the arbitrators to determine the
value of the stock. If any arbitrator shall neglect or refuse to appear at any
meeting called and noticed by the arbitrators, a majority may act in the absence
of such arbitrator. After the report of the arbitrators as to the value of the
stock the Directors shall have a period of thirty days in which to purchase the
same at such valuation.
If the Directors (a) elect to accept the offer and the Corporation
fails to purchase the shares within thirty days after such election; or (b)
elect to have a price determined by arbitrators and the Corporation fails to
purchase such shares within thirty days after such determination; or (c) reject
the offer, expressly or by reason of their failure to either accept or reject
the offer or to elect to have a price determined by arbitrators within thirty
days after receipt of the offer, the owner of the stock may at any time during
the period of sixty days thereafter dispose of the stock in any manner he may
see fit.
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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 or instances waive these provisions
with respect to any present or future sale or transfer including, without
limiting the generality of the foregoing, a sale or transfer at a future date or
upon the happening of a future event. In the event of any such waiver by the
Board of Directors, the owner of the stock may, at any time during the sixty
days following the date of such waiver, if such waiver be with respect to a
present sale or transfer, or during the sixty days following the date of the
future event or the happening of the future event, if such waiver be with
respect to a future sale or transfer, dispose of the stock in accordance with
said waiver.
-6A-
Meetings of the stockholders of the Corporation may be held anywhere in
the United States.
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.
The Corporation may be a general or limited partner in any business
enterprise which the Corporation would have power to conduct by itself,
including general and limited partnerships.
The rights of a stockholder shall not be considered adversely affected
by an amendment of the Articles of Organization of the Corporation which creates
or alters any restrictions on transfers of stock, and any such amendment is
hereby expressly permitted.
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (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, or (iv) for any transaction from which the director derived an improper
personal benefit.
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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 maybe changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII.
A. The post office address of the corporation IN MASSACHUSETTS
is:
1011 Beacon Street, Brookline, MA 02146
B. The name, residence and post office address (if different) of
the directors and officers of the corporation are as follows:
POST OFFICE
NAME RESIDENCE ADDRESS
President Jon B. Platt 1011 Beacon Street (same)
Brookline, MA 02146
Treasurer Jon B. Platt 1011 Beacon Street (same)
Brookline, MA 02146
Clerk Jon B. Platt 1011 Beacon Street (same)
Brookline, MA 02146
Directors Jon B. Platt 1011 Beacon Street (same)
Brookline, MA 02146
C. The fiscal 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: None
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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 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 5th day of September 1990.
/s/ George W. Tuttle
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George W. Tuttle, Sole Incorporator
c/o Widett, Slater & Goldman; 60 State Street, Boston, MA 02109
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NOTE: If an already-existing corporation is acting as incorporator, type in
the exact name of the corporation, the state or other jurisdiction
where it was incorporated, the name of the person signing on behalf of
said corporation and the title he/she holds or other authority by which
such action is taken.
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