EXHIBIT 3.32
THE COMMONWEALTH OF MASSACHUSETTS
PAUL GUZZI
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS. 02133
ARTICLES OF ORGANIZATION
(UNDER G.C. 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.
Thomas J. Carens One Center Plaza
Boston, Massachusetts 02108
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):
1. The name by which the corporation shall be known is:
99 WEST, INC.
2. The purposes for which the corporation is formed are as
follows:
To buy, sell, prepare, and serve, on the premises or
elsewhere, food and beverages, alcoholic or otherwise, of
every kind and description at wholesale or retail; to provide
entertainment in connection therewith; to buy, sell, improve,
lease and otherwise deal in real property, to borrow and lend
money; to carry on any activity necessary or incidental to the
foregoing; and to carry on any business permitted by the laws
of the Commonwealth of Massachusetts to a corporation
organized under Chapter 156-B.
NOTE: If provisions for which the space provided under Articles 2, 4, 5 and 6 is
not sufficient additions should be set out on continuation sheets to be numbered
2A, 2B, etc. Indicate under each Article where the provision is set out.
Continuation sheets shall be on 8 1/2 x 11 paper and must have a left hand
margin 1 inch wide for binding. Only one side should be used.
3. The total number of shares and the par value, if any, of each
class of stock which the corporation is authorized is as
follows:
WITHOUT PAR VALUE WITH PAR VALUE
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PAR
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
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PREFERRED $
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COMMON 12,500
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*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:
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 (elected by the stockholders other than the one desiring to
sell) 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 said directors
SEE CONTINUATION SHEET 5A ATTACHED.
*6. Other lawful provisions, if any, 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 stockholder; or of any class of stockholders:
SEE CONTINUATION SHEET 6A ATTACHED.
ARTICLES OF ORGANIZATION - Continuation Sheet 5A
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 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.
ARTICLES OF ORGANIZATION - Continuation Sheet 6A
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 vote
thereon; but any by-law adopted by the Board of Directors may be amended or
repealed by the stockholders.
All meetings of stockholders of the corporation may be held
within the Commonwealth of Massachusetts or elsewhere within the United States.
The place of such meetings shall be fixed in, or determined in the manner
provided in, the by-laws.
Each director or officer, present or former, of the
corporation or of any other corporation a majority of the stock of which is
owned by the corporation, shall be indemnified by the corporation against all
costs and expenses reasonably incurred by or imposed upon him in connection with
or arising out of any action, suit, or proceeding in which he may be involved by
reason of his being or having been such director or officer, such expenses to
include the cost of reasonable settlements (other that amounts paid to the
corporation itself) made with a view to curtailing costs of litigation. The
corporation shall not, however, indemnify any such director or officer with
respect to matters as to which he shall be finally adjudged in any such action,
suit, or proceeding not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation, or in respect of
any matter on which any settlement or compromise is effected if the total
expense, including the cost of such settlement, shall substantially exceed the
expense which might reasonably be incurred by such director or officer in
conducting such litigation to a final conclusion. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
director or officer may be entitled as a matter of law. In determining the
reasonableness of any settlement, the judgment of the Board of Directors shall
be final.
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,
ARTICLES OF ORGANIZATION - Continuation Sheet 6B
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 or
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 interested in, such contracts, acts
of 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 anywise
interested.
The corporation may be a partner in any business enterprise
which it would have the power to conduct itself.
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 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 officer of the
corporation in Massachusetts is:
Salem Street, Lynnfield, Massachusetts
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: Charles F. Doe, 372 Highland Avenue, Winchester, Mass.
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Treasurer: Charles F. Doe, 372 Highland Avenue, Winchester, Mass.
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Clerk: Paul J. Whitney, 8 Hawthorne Road, Winchester, Mass.
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Directors:
Charles F. Doe, 372 Highland Avenue, Winchester, Mass.
Paul J. Whitney, 8 Hawthorne Road, Winchester, Mass.
Theodore S. Hatch, 94 Boylston Circle, Shrewsbury, Mass.
c. The dates initially adopted on which the corporation's fiscal years
ends is:
December 31
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is:
Second Thursday in March
e. The name and business address of the resident agent, if any, of the
corporation is:
None.
IN WITNESS WHEREOF and under the penalties of perjury the above-named
INCORPORATOR(S) sign(s) these Articles of Organization this Thirteenth day of
November, 1975.
/s/ Thomas J. Carens
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Thomas J. Careens
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The signature of each incorporator which is not a natural person must be by an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles of Organization.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
I hereby certify that, upon an examination
of the within-written 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 $125.00 having been paid, said articles are
deemed to have been filed with me this 14th day of
November, 1975.
Effective date
/s/ Paul Guzzi
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PAUL GUZZI
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO: Thomas J. Carens
Roche, Carens & DeGiacomo
One Center Plaza
Boston, Massachusetts 02108 (Tel. #742-6161)
FILING FEE: 1/20 of 1% of the total amount of the
authorized capital stock with par value, and one cent
a share for all authorized shares without par value,
but not less than $75. General Laws, Chapter 156B.
Shares of stock with a par value of less than one
dollar shall be deemed to have par value of one
dollar per share.