THE COMMONWEALTH OF MASSACHUSSETTS
ARTICLES OF ORGANIZATION
ARTICLE I
The name of the corporation is:
American Artists Limited, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
the production of off-Broadway and Broadway productions
and to carry on any business or other activity which may be
carried on by a corporation organized under the Business Corporation Law of the
Commonwealth of Massachusetts, whether or not related to those referred
hereinabove.
December 18, 1992
Secretary of the Commonwealth
Department of Corporations
One Ashburton Place
Boston, Massachusetts 02108
Re: American Artists Limited, Inc.
Dear Sir or Madam:
I am writing to consent the formation of the corporation, American
Artists Limited, Inc. I have no objection to the use of the name American
Artists Limited, Inc.
Very Truly Yours,
/s/ J. B. Platt
---------------------------
John B. Platt
President
CONTINUATION SHEET 5A
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 to purchase the
same at such valuation, but if at the expiration of thirty days, the
corporation shall not have exercised the right so 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 the requirement.
CONTINUATION SHEET 6A
OTHER LAWFUL PROVISIONS:
1. Meetings of the stockholders may be held within the Commonwealth and
elsewhere in the United States to the extent permitted by the By-Laws.
2. The corporation may be a partner in any business enterprise which the
corporation would have power to conduct by itself.
3. The corporation shall, to the extent legally permissible, indemnify each
of its present or former directors and officers and any person who may be
then serving or who may have previously served at its request as a
director or officer of any other organization in which it owned or owned
shares or of which it is or was a creditor and it may, to the extent
authorized by the directors, indemnify present of former employees and
other agents or any person who may be then servicing or who may have
previously served at its request as an employee or agent or any other
organization in which it directly or indirectly owns or owned shares or of
which it is or was a creditor against all liabilities, expenses and
attorneys' fees, including amounts incurred or paid by him (a) in
connection with the defense or disposition of any action, suit or
proceeding, civil or criminal, and any appeal therein, in which he is made
a party or involved by reason of being or having been such director,
officer, employee or other agent, (b) in connection with any proceeding in
advance of the final disposition of such action, suit or proceeding, (c)
in satisfaction of judgments or laws fines and penalties, or (d) in
connection with any compromise or settlement first approved by (i) a
disinterested majority of the directors then in office, or (ii) a majority
of the disinterested directors then in office, provided that there has
been obtained an opinion in writing of independent legal counsel to the
effect that such director, officer, employee or other agent appears to
have acted in good faith in the reasonable belief that his action was in
the best interests of the corporation, or (iii) by the holders of a
majority of the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock owned by any
interested director or officer, upon receipt of an undertaking by the
person indemnified to repay such amount if he shall be adjudicated to be
not entitled to indemnification. An "interested" directors is one against
whom in such capacity the proceedings in questions or another proceeding
on the same or similar grounds is then pending.
Such indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance
of the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this section.
Notwithstanding the foregoing, indemnification shall not be provided for
any person with respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests of the
corporation.
Any right to indemnification arising hereunder shall inure to the benefit
of the heirs, executors or administrators of any such officer or director,
employee or other agent and shall be in addition to all other rights to
which such officer, director, employee or other agent may be entitled as a
matter of law.
The corporation may purchase and maintain insurance on behalf of any such
director, officer, employee or other agent above-mentioned against any
liability incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability.
4. The Board of Directors of the corporation may make, amend, or repeal the
By-Laws of the corporation, in whole or in part, except with respect to
any provision thereof which, by law, the Articles of Organization, or the
By-Laws, require action exclusively by the stockholders entitled to voted
thereon; but any By-Law adopted by the Board of Directors may be amended
or repealed by the stockholders.
5. The directors shall have the power to fix, from time to time, their own
compensation and the compensation of officers and employees of the
corporation.
6. No contract or other transaction between this corporation and any other
firm or corporation shall be affected or invalidated by reason of the fact
that any one or more of the directors or officers of this corporation is
or are interested in, or is a member, stockholder, director, or officer,
or are members, stockholders, directors, or officers, of such other firm
or corporation; and any director or officer or officers, individually or
jointly, may be a party or parties to, or may be interested in, any
contract transaction of this corporation or in which this corporation is
interested, and no contract, act or transaction of this corporation with
any person or persons, firm, association or corporation, shall be affected
or invalidated by reason of the fact that any director or directors or
officer or officers of this corporation is a party or are parties to, or
interest in, such contract, act or transaction, or in any way connected
with such person or persons, firm, association or corporation, and each
and every person who may become a director or officer of this corporation
is hereby relieved from any liability that might otherwise exist from thus
contracting with this corporation for the benefit of himself or any firm,
association or corporation which he may be anyway interested.
7. No director shall be personably liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director notwithstanding any provisions of laws imposing such liability;
provided, however, that this provision shall not affect the liability of a
director, to the extent that such liability is imposed 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 61 or 62 or successor provisions of the Massachusetts Business
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit. In addition, to the fullest extent
that the Business Corporation Law may hereafter be amended to enlarge upon
the ability of the Corporation to provide herein for the elimination or
limitation of the liability of directors, no director shall be personally
liable to the Corporation or its stockholders for breach of his fiduciary
duty as a director. No amendment to or repeal of this provision shall
apply to or have any effect upon the liability or alleged liability of any
director for or with respect to any acts or omissions of such director
occurring prior to the effective date of such amendment or repeal.
ARTICLE VII
..............
ARTICLE VII
.......... address in Massachusetts
120 Boylston Street, Boston, MA 02116
NAME RESIDENCE POST OFFICE ADDRESS
PRESIDENT: Jon B. Platt 6 Chilton Street Brookline, MA 02146
TREASURER: Jon B. Platt 6 Chilton Street Brookline, MA 02146
CLERK: Jon B. Platt 6 Chilton Street Brookline, MA 02146
DIRECTORS: Jon B. Platt 6 Chilton Street Brookline, MA 02146
.........fiscal year end....
December 31
ARTICLE X
In Witness Whereof ..... signed ... 26, January 1993
N/A
Jay F. Theise, Esq. /s/ Jay F. Thiese
Jay F. Theise and Associates
50 Rowes Wharf
Boston, MA 02110
(617) 330-7140
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B. SECTION 12
JANUARY 10, 1999 ...........FILED..............JANUARY 26, 1993
/s/ MICHAEL JOSEPH CONNOLLY
MICHAEL JOSEPH CONNOLLY
Secretary of State
Photocopy sent to:
Jay F. Theise, Esq.
Jay F. Theise and Associates
50 Rowes Wharf
Boston, MA 02110
(617) 330-7140