Exhibit 3.1
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
FEDERAL IDENTIFICATION
_________ ONE ASHBURTON PLACE NO. 04-2114473
Examiner BOSTON, MASS. 02108
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114.
Make check payable to the Commonwealth of Massachusetts
* * * *
We, James Bickman and Norman B. Asher President*
and Clerk* of Stocker & Yale, Inc.
name of corporation
organized under the laws of Massachusetts and herein
called the parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the
parent corporations are as follows:
State of Date of
Name Organization Organization
MFE Instruments Corporation Delaware February 24, 1983
2. That the parent corporation owns at least ninety percent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
3. That in the case of each of the above-named corporations the laws of
the state of organization, if other than Massachusetts, permit the merger herein
provided for and that all action required under the laws of each such state in
connection with this merger has been duly taken. (If all the corporations are
organized under the laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)
Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
4. That at a meeting of the directors of the parent corporation the
following vote, pursuant to subsection (a) of General Laws, Chapter 156B Section
82, was duly adopted:
RESOLVED: That pursuant to [ss]253 of the Delaware General Corporation
Law and [ss]82 of the Massachusetts Business Corporation
Act, MFE Instruments Corporation be merged with and into
the Company (the "Merger"), effective as of the later of
the filing of the Articles of Merger with the Secretary
of State of the Commonwealth of Massachusetts or the
filing of the Certificate of Ownership and Merger with
the Secretary of State of the State of Delaware; and that
the Company shall assume all of the liabilities and
obligations of MFE Instruments Corporation.
RESOLVED:That the President and Treasurer of the Company
be, and each of them acting singly hereby is authorized (i)
to execute a Certificate of Ownership and Merger and to
cause the same to be filed with the Secretary of State of
the State of Delaware and the office of the Recorder of
Deeds in the County of New Castle in the State of Delaware,
(ii) to execute Articles of Merger and to cause the same to
be filed with the Secretary of State of the Commonwealth of
Massachusetts, and (iii) to execute and deliver such other
certificates, agreements, instruments or documents, and to
take such actions as shall be necessary or advisable in
order to effect the Merger, the execution of any such
certificates, agreements, instruments or documents and the
taking of any such actions to be conclusive evidence of the
approval of such officer and the authorization by the Board
of Directors.
NOTE: Votes for which the space provided above is not sufficient should be set
out on continuation sheets to be numbered 2A, 2B etc. Continuation sheets
must have a left-hand margin 1 inch wide for binding. Only one side should
be used.
5. The effective date of the merger as specified in the vote set out
under Paragraph 4 is the effective date of the filing of these
Articles of Merger with the Secretary of State of the Commonwealth of
Massachusetts.
6. (This Paragraph 6 may be deleted if the parent corporation is organized
under the laws of Massachusetts.) The parent corporation hereby agrees that it
may be sued in the Commonwealth of Massachusetts for any prior obligation of any
subsidiary corporation organized under the laws of Massachusetts with which it
has merged, and any obligation hereafter incurred by the parent corporation,
including the obligation created by subsection (e) of General Laws, Chapter
156B, Section 82, so long as any liability remains outstanding against the
parent corporation in the Commonwealth of Massachusetts and it hereby
irrevocably appoints the Secretary of the Commonwealth as its agent to accept
service of process for the enforcement of any such obligations, including taxes,
in the same manner as provided in Chapter 181.
IN WITNESS WHEREOF and under the penalties of perjury we have hereto
signed our names this 12 day of June, 1989 .
/s/ James Bickman President*
-----------------------------
/s/ Norman Asher Clerk*
-----------------------------
* Delete the inapplicable words in case the parent corporation is organized
under the laws of a state other than Massachusetts These articles are to be
signed by officers having corresponding powers and duties.
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and, the filing fee in the amount of $ 256.00 having been paid,
said articles are deemed to have been filed with me this 13th day of June ,
1989.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Conan R. Deady
Hale and Dorr
60 State Street
Boston, MA 02109
Telephone (617) 742-9100
Copy Mailed
The Commonwealth of Massachusetts
_______ FEDERAL IDENTIFICATION
Examiner MICHAEL JOSEPH CONNOLLY NO. 00-0291594
Secretary of State
ONE ASHBURTON PLACE FEDERAL IDENTIFICATION
BOSTON, MASS.02108 NO. 04-2114473
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make checks payable to the Commonwealth of
Massachusetts.
* * * *
MERGER* OF S&Y ACQUISITION CORPORATION
STOCKER & YALE, INC.
the constituent corporations
into
STOCKER & YALE, INC.
the surviving* corporation.
The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:
1. An agreement of merger* has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
78, and will be kept as provided by subsection (d) thereof. The surviving*
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.
2. The effective date of the merger* determined pursuant to the
agreement referred to in paragraph 1 shall be June 14, 1989
3. (For a merger)
** The following amendments to the articles of organization of
the SURVIVING corporation to be effected pursuant to the agreement
of merger referred to in paragraph 1 are as follows:
NONE
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall
be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
(For a consolidation)
(a) The purposes of the RESULTING corporation are as follows:
N/A
(b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:
N/A
- -------------------------------------------------------------------
WITHOUT PAR WITH PAR VALUE
VALUE
CLASS OF STOCK
---------------------------------------------------
PAR
NUMBER OF NUMBER OF VALUE AMOUNT
SHARES SHARES
- -------------------------------------------------------------------
Preferred $
...................................................................
...................................................................
Common
- -------------------------------------------------------------------
**(c) 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.
N/A
**(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
N/A
* Delete the inapplicable words.
** If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall
be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
4. The following information shall not for any purpose
be treated as a permanent part of the articles of organization of
the surviving* corporation.
(a) the post office address of the principal office of
the surviving* corporation in Massachusetts is:
Route 128 and Brimbal Avenue, Beverly, MA 01915
(b) The name, residence and post office address of each of the directors
and President, Treasurer, and Clerk of the surviving* corporation is as follows:
Name Residence Post Office Address
400 Paradise Road 400 Paradise Road
President James Bickman Swampscott, MA Swampscott, MA
Treasurer James Bickman 400 Paradise Road 400 Paradise Road
Swampscott, MA Swampscott, MA
Clerk Stuart M. Cable 120 Fulton Street, Apt. 3D 120 Fulton Street, Apt. 3D
Boston, MA 02109 Boston, MA 02109
Directors James Bickman 400 Paradise Road 400 Paradise Road
Swampscott, MA Swampscott, MA
Mark W. Blodgett 14 Knollwood Drive 14 Knollwood Drive
Greenwich, CT 06830 Greenwich, CT 06830
(c) The date adopted on which the fiscal year of the surviving*
corporation end is: December 31
(d) The date fixed in the by-laws for the Annual Meeting
of the stockholders of the surviving* corporation is:
The Third Tuesday in April of each year
The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly executed on behalf of such corporation and duly approved by the
stockholders of such corporation in the manner required by General Laws, Chapter
156B, Section 78.
/s/ Mark W. Blodgett President*
------------------------------
Mark W. Blodgett
/s/ Stuart M. Cable Clerk*
------------------------------
Stuart M. Cable
of S&Y ACQUISITION CORPORATION
- -------------------------------------------------------------------------------
(name of constituent corporation)
/s/ James Bickman President*
-------------------------
James Bickman
/s/ Stuart M. Cable Clerk*
--------------------------
Stuart M. Cable
of STOCKER & YALE, INC.
- -------------------------------------------------------------------------------
(name of constituent corporation)
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER*
(General Laws, Chapter 156B, Section 78)
I hereby approve the within articles of merger* and, the filing fee in the
amount of $ 250.00 having been paid, said articles are deemed to have been filed
with me this 14th day of June , 1989 .
Effective Date
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of Articles of Merger To Be Sent
TO: Stuart M. Cable, Esq.
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
Telephone (617) 570-1000
Copy Mailed
*Delete the inapplicable words.
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State FEDERAL IDENTIFICATION
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2114473
------------
RESTATED ARTICLES OR ORGANIZATION
General Laws, Chapter 156B, Section 74
This certificate mus be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
------------
We, Mark W. Blodgett , President and
Stuart M. Cable , Clerk of
STOCKER & YALE, INC.
- -------------------------------------------------------------------------------
(Name of Corporation)
located at Route 128 and Brimbal Avenue, Beverly, Massachusetts 01915
--------------------------------------------------------------------
do hereby certify that the following restatement of the articles of organization
of the corporation was duly adopted by consent in lieu of joint special meeting
of stockholders and directors dated June 14, 1989, by vote of
166,668 shares of Common Stock out of 166,668 shares outstanding,
- ----------------- ------------------------- -----------------
(Class of Stock)
shares of out of shares outstanding, and
- ----------------- ------------------------- -----------------
(Class of Stock)
shares of out of shares outstanding, and
(Class of Stock)
being at lest two-thirds of each class of stock outstanding and entitled to vote
and of each class or series of stock adversely affected thereby:
1. The name by which the corporation shall be known is:
STOCKER & YALE, INC.
2. The purposes for which the corporation is formed are as follows:
To design, manufacture, assemble and market measuring and
inspection instruments and machine components and
accessories; and
To carry on any other service, business operation or activity
which may be lawfully carried out by a corporation organized
under the Business Corporation Law of The Commonwealth of
Massachusetts.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
----------------- ---------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- -------------- ---------------- ---------------- ---------
Preferred NONE NONE
Common NONE 6,000,000 $.01
*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:
NONE
*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 stockholders, or of any class of stockholders:
See attached ARTICLE 6. OTHER LAWFUL PROVISIONS
-----------------------------------
* If there are no such provisions, state "None."
*We further certify that the foregoing restated articles of organization
effect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles
2, 3, 4, 5 and 6.
- -------------------------------------------------------------------------------
(*If there are no such amendments, state "None".)
Briefly describe amendments in space below:
ARTICLE 2. - Deleted in its entirety and replaced with Amended ARTICLE 2.
herein.
ARTICLE 3. - Provision for Class A Common Stock is eliminated and the par
value of the Common Stock is reduced from $1.00 per share to $.01
per share.
ARTICLE 4. - Deleted in its entirety.
ARTICLE 5. - Deleted in its entirety.
ARTICLE 6. - Deleted in its entirety and replaced with Amended ARTICLE 6.
herein.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names to fourteenth day of June in
the year 1989
/s/ Mark W. Blodgett President
- --------------------------------------------------------------
/s/ Stuart M. Cable Clerk
- --------------------------------------------------------------
STOCKER & YALE, INC.
ARTICLE 6. OTHER LAWFUL PROVISIONS
----------------------------------
ARTICLE 6(a). LIMITATION OF LIABILITY OF DIRECTORS
- ----------- ------------------------------------
No director of this Corporation 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 Article shall not eliminate or limit any 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
Sections 61 or 62 of the Massachusetts Business Corporation Law, or (iv) with
respect to any transaction from which the director derived an improper personal
benefit.
No amendment or repeal of this Article shall adversely affect the rights
and protection afforded to a director of this Corporation under this Article for
acts or omissions occurring prior to such amendment or repeal.
ARTICLE 6(b). INDEMNIFICATION
- ----------- ---------------
1. Definitions. For purposes of this Article
-----------
(a) A "Director" or "Officer" means any person serving as a director
of this Corporation or in any other office filled by appointment or election by
the directors or the stockholders and also includes (i) a Director or Officer of
the Corporation serving at the request of the Corporation as a director,
officer, employee, trustee, partner or other agent of another organization, and
(ii) any person who formerly served as a Director or Officer;
(b) "Expenses" means (i) all expenses (including attorneys' fees and
disbursements) actually and reasonably incurred in defense of a Proceeding, in
being a witness in a Proceeding, or in successfully seeking indemnification
under this Article, (ii) such expenses incurred in connection with a
Article 6 -- Continuation Page 1
Proceeding initiated by a Director or Officer as may be approved by the Board of
Directors, and (iii) any judgments, awards, fines or penalties paid by a
Director or Officer in connection with a Proceeding or reasonable amounts paid
in settlement of a Proceeding; and
(c) A "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and any claim which could be the subject of a Proceeding.
2. Right to Indemnification. Except as limited by law, this Corporation
shall indemnify its Directors and Officers against all Expenses incurred by them
in connection with any Proceedings in which they are involved as a result of
their service as a Director or Officer, except that (i) no indemnification shall
be provided for any Director or Officer regarding a matter as to which it shall
be determined pursuant to Section 5 of this Article or adjudicated that he did
not act in good faith and in the reasonable belief that his action was in the
best interests of this Corporation, or with respect to a criminal matter, that
he had reasonable cause to believe that his conduct was unlawful, and (ii) no
indemnification shall be provided for any Director or Officer with respect to
any Proceeding by or in the right of this Corporation or alleging that a
Director or Officer received an improper personal benefit if he is adjudged
liable to this Corporation in such Proceeding or, in the absence of such an
adjudication, if he is determined to be ineligible for indemnification under the
circumstances pursuant to Section 5 of this Article; provided, however, that
indemnification of Expenses incurred by a Director or Officer in successfully
defending a Proceeding alleging that he received an improper personal benefit as
a result of his status as such may be paid if and to the extent authorized by
the Board of Directors.
3. Settled Proceedings. If a Proceeding is compromised or settled in a
manner which imposes any liability or obligation upon a Director or Officer, (i)
no indemnification shall be provided to him with respect to a Proceeding by or
in the right of this Corporation unless a court having jurisdiction determines
that indemnification is reasonable and proper under the circumstances, and (ii)
no indemnification shall be provided to him with respect to any other type of
Proceeding if it is determined pursuant to Section 5 of this Article on the
basis of the
Article 6 -- Continuation Page 2
circumstances known at that time (without further investigation) that said
Director or Officer is ineligible for indemnification.
4. Advance Payments. Except as limited by law, Expenses incurred by a
Director or Officer in defending any Proceeding, including a Proceeding by or in
the right of this Corporation, shall be paid by this Corporation to said
Director or Officer in advance of final disposition of the Proceeding upon
receipt of his written undertaking to repay such amount if he is determined
pursuant to Section 5 of this Article or adjudicated to be ineligible for
indemnification, which undertaking shall be an unlimited general obligation but
need not be secured and may be accepted without regard to the financial ability
of such person to make repayment; provided, however, that no such advance
payment of Expenses shall be made if it is determined pursuant to Section 5 of
this Article on the basis of the circumstances known at that time (without
further investigation) that said Director or Officer is ineligible for
indemnification.
5. Determinations; Payments. The determination of whether a Director or
Officer is eligible or ineligible for indemnification under this Article shall
be made in each instance by (a) a majority of the Directors or a committee
thereof who are not parties to the Proceeding in question, (b) independent legal
counsel appointed by a majority of such Directors, or if there are none, by a
majority of the Directors in office, or (c) a majority vote of the stockholders
who are not parties to the Proceeding in question. Notwithstanding the
foregoing, a court having jurisdiction (which need not be the court in which the
Proceeding in question was brought) may grant or deny indemnification in each
instance under the provisions of law and this Article. The Corporation shall be
obliged to pay indemnification applied for by a Director or Officer unless there
is an adverse determination (as provided above) within 45 days after the
application. If indemnification is denied, the applicant may seek an independent
determination of his right to indemnification by a court, and in such event this
Corporation shall have the burden of proving that the applicant was ineligible
for indemnification under this Article.
6. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any agent, employee, director or officer against any
liability or cost incurred by him
Article 6 -- Continuation Page 3
in any such capacity or arising out of his status as such, whether or not this
Corporation would have power to indemnify him against such liability or cost.
7. Responsibility With Respect to Employee Benefit Plan. If this
Corporation or any of its Directors or Officers sponsors or undertakes any
responsibility as a fiduciary with respect to an employee benefit plan, then for
purposes of indemnification of such persons under this Article (i) a "Director"
or "Officer" shall be deemed to include any Director or Officer of this
Corporation who serves at its request in any capacity with respect to said plan,
(ii) such Director or Officer shall not be deemed to have failed to act in good
faith in the reasonable belief that his action was in the best interests of the
Corporation if he acted in good faith in the reasonable belief that his action
was in the best interests of the participants or beneficiaries of said plan, and
(iii) "Expenses" shall be deemed to include any taxes or penalties imposed on
such Director or Officer with respect to said plan under applicable law.
8. Heirs and Personal Representatives. The indemnification provided
by this Article shall inure to the benefit of the heirs and personal
representatives of a Director or Officer.
9. Non-Exclusivity. The provisions of this Article shall not be construed
to limit the power of this Corporation to indemnify its Directors or Officers to
the full extent permitted by law or to enter into specific agreements,
commitments or arrangements for indemnification permitted by law. In addition,
this Corporation shall have power to indemnify any of its agents or employees
who are not Directors or Officers on any terms not prohibited by law which it
deems to be appropriate. The absence of any express provision for
indemnification herein shall not limit any right of indemnification existing
independently of this Article.
10. Amendment. The provisions of this Article may be amended or repealed by
the stockholders only; however, no amendment or repeal of such provisions which
adversely affects the rights of a Director or Officer under this Article with
respect to his acts or omissions at any time prior to such amendment or repeal,
shall apply to him without his consent.
Article 6 -- Continuation Page 4
ARTICLE 6(c). TRANSACTIONS WITH INTERESTED PERSONS
- ----------- ------------------------------------
1. Unless entered into in bad faith, no contract or transaction by this
Corporation shall be void, voidable or in any way affected by reason of the fact
that it is with an Interested Person.
2. For the purposes of this Article, "Interested Person" means any person
or organization in any way interested in this Corporation whether as an officer,
director, stockholder, employee or otherwise, and any other entity in which any
such person or organization or this Corporation is in any way interested.
3. Unless such contract or transaction was entered into in bad faith, no
Interested Person, because of such interest, shall be liable to this Corporation
or to any other person or organization for any loss or expense incurred by
reason of such contract or transaction or shall be accountable for any gain or
profit realized from such contract or transaction.
4. The provisions of this Article shall be operative notwithstanding the
fact that the presence of an Interested Person was necessary to constitute a
quorum at a meeting of directors or stockholders of this Corporation at which
such contract or transaction was authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.
ARTICLE 6(d). STOCKHOLDERS' MEETINGS
- ------------ ----------------------
Meetings of Stockholders of this Corporation may be held anywhere in the
United States.
ARTICLE 6(e). AMENDMENT OF BY-LAWS
- ------------ --------------------
The By-Laws may provide that the Board of Directors as well as the
stockholders may make, amend or repeal the By-Laws of this Corporation, except
with respect to any provision thereof which by law, by these Articles or by the
By-Laws requires action by the stockholders.
Article 6 -- Continuation Page 5
ARTICLE 6(f). ACTING AS A PARTNER
- ------------ -------------------
This Corporation may be a partner in any business enterprise which it
would have power to conduct by itself.
Article 6 -- Continuation Page 6
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles of organization and, the
filing fee in the amount of $ having been paid, said articles
are deemed to have been filed with me this fourteenth day of
June , 1989 .
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE
SENT
TO: Stuart M. Cable, Esq.
Goodwin, Procter & Hoar
Exchange Place
Boston, Massachusetts 02109
Telephone (617) 570-1000
Copy Mailed
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
FEDERAL IDENTIFICATION
_________ ONE ASHBURTON PLACE
Examiner BOSTON, MASS. 02108 NO. 04-2114473
-------------------
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts
* * * *
We, Mark W. Blodgett and Stuart M. Cable President*
and Clerk* of Stocker & Yale, Inc.
- -------------------------------------------------------------------------------
name of corporation
organized under the laws of Massachusetts and herein
called the parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the
parent corporations are as follows:
State of Date of
Name Organization Organization
Stocker & Yale MA April 14, 1982
Securities Corporation
2. That the parent corporation owns at least ninety percent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
3. That in the case of each of the above-named corporations the laws of
the state of organization, if other than Massachusetts, permit the merger herein
provided for and that all action required under the laws of each such state in
connection with this merger has been duly taken. (If all the corporations are
organized under the laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)
Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
4. That by unanimous written consent of the directors of the parent
corporation the following vote, pursuant to subsection (a) of General Laws,
Chapter 156B Section 82, was duly adopted:
VOTED: That the Corporation merge with and
into itself its wholly-owned
subsidiary known as Stocker & Yale Securities Corporation, and
that the Corporation be the surviving entity.
NOTE: Votes for which the space provided above is not sufficient should be set
out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets
must have a left-hand margin 1 inch wide for binding. Only one side should
be used.
5. The effective date of the merger as specified in the vote set out
under Paragraph 4 is the date of filing of these Articles of Merger
IN WITNESS WHEREOF and under the penalties of perjury we have hereto
signed our names this 20th day of June, 1990 .
/s/ Mark W. Blodgett President
------------------------
Mark W. Blodgett
/s/ Stuart M. Cable Clerk
------------------------
Stuart M. Cable
Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY
CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and, the filing fee in the amount of $250 having been paid, said
articles are deemed to have been filed with me this 21st day of June, 1990.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger To Be Sent
TO: Ingrid Dohler, Senior Legal Assistant
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
Telephone (617) 570-1582
Copy Mailed
The Commonwealth of Massachusetts
FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY NO. 04-2114473
Secretary of State
ONE ASHBURTON PLACE FEDERAL IDENTIFICATION
BOSTON, MASS. 02108 NO. _________
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 79
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts
* * * *
MERGER* OF Stocker & Yale, Inc.
Brower Exploration Inc.
the constituent corporations
into Stocker & Yale, Inc.
*one of the constituent corporations* organized under the laws of Massachusetts
as specified in the agreement referred to in Paragraph 1 below.
The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
79, and will be kept as provided by subsection (c) thereof. The surviving
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.
2. The effective date of the merger determined pursuant to the agreement
referred to in paragraph 1 shall be
upon the filing of the Articles of Merger
3. (For a merger)
** The following amendments to the articles of organization of the SURVIVING
corporation have been affected pursuant to the agreement of merger
referred to in paragraph 1:
See attached paragraph 3
(For a consolidation)
* Delete the inapplicable words.
** If there are no provisions state "NONE "
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article may be
continued on a single sheet so long as each article requiring each such addition
is clearly indicated.
4. (This paragraph 4 may be deleted if the surviving corporation is organized
under the laws of a state other than Massachusetts.)
The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the "surviving" corporation:
(a) The post office address of the initial principal office of the surviving
corporation in Massachusetts is:
133 Brimbal Avenue
Beverly, MASS 01915
(b) The name, residence and post office address of each of the initial
directors and President, Teasurer and Clerk of the surviving corporation is as
follows:
Name Residence Post Office Address
President See attached paragraph 4(b) for initial directors and
President, Treasurer and Clerk of surviving corporation.
Treasurer
Clerk
Directors
(c) The date initially adopted on which the fiscal year of the *surviving*
corporation ends is: December 31.
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the resulting* surviving* corporation is: third Tuesday in
April
* Delete the inapplicable words.
** If there are no provisions state "NONE "
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article may be
continued on a single sheet so long as each article requiring each such addition
is clearly indicated.
Paragraph 3
The total number of shares and the par value of each class of stock which the
surviving corporation is authorized is as follows:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES Par Value
COMMON: None COMMON: 12,000,000 $.001
PREFERRED: None PREFERRED: None
Paragraph 4(b)
The name, residence and post office address of each of the initial directors and
President, Treasurer and Clerk of the surviving corporation is as follows:
POST OFFICE
NAME RESIDENCE ADDRESS
---- --------- ------------
President James Bickman 8 Preston Court 8 Preston Court
Swampscott, MASS 01907 Swampscott, MASS 0l907
Treasurer Susan Hojer 83 Ann Avenue 83 Ann Avenue
Manchester, NH 03102 Manchester, NH 03102
Clerk Stuart M. Cable 120 Fulton Street 120 Fulton Street
Boston, MASS 02109 Boston, MASS 02109
Directors Mark W. Blodgett 37 Chestnut Street 37 Chestnut Street
Salem, MASS 01970 Salem, MASS 01970
James Bickman 8 Preston Court 8 Preston Court
Swampscott, MASS 01907 Swampscott, MASS 01907
Clifford Abbey 1150 Greenwich 1150 Greenwich
San Francisco, CA 94109 San Francisco, CA 94109
Robert G. Atkinson 6036 Gleneagles Drive 6036 Gleneagles Drive
W. Vancouver, BC W. Vancouver, BC
Canada V7W 1W2 Canada V7W 1W2
Lawrence W. Blodgett 1548 Point Pleasure 1548 Point Pleasure
Spur Rd. Spur Rd.
New Richmond, OH 45157 New Richmond, OH 45157
Hubert R. Marleau 2 Westmount Sq. 2 Westmount Sq.
Penthouse C Penthouse C
Westmount, Quebec Westmount, Quebec
Canada H3Z 2S4 Canada H3Z 2S4
FOR MASSACHUSETTS CORPORATIONS
The undersigned President* Vice President* and Clerk* Assistant Clerk* of
Stocker & Yale, Inc. a corporation organized under the laws of Massachusetts
further state under the penalties of perjury that the agreement of merger*
referred to in paragraph 1 has been duly executed on behalf of such corporation
and duly approved in the manner required by General Laws, Chapter 156B, Section
79.
/s/ James Bickman President* Vice President*
---------------------------------
/s/ Stuart M. Cable Clerk* Assistant Clerk*
----------------------------------
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned President + and
Secretary-Treasurer ++ of Brower Exploration Inc.
a corporation organized under the laws of Wyoming further state
under the penalties of perjury that the agreement of merger* referred to in
paragraph 1, has been duly adopted by such corporation in the manner required
by the laws of Wyoming
/s/ William H. W. Atkinson +
-------------------------------------------
William H.W. Atkinson
President
/s/ M. Michael Sikula ++
--------------------------------------------
M. Michael Sikula
Secretary-Treasurer
*Delete the inapplicable words
+Specify the officer having powers and duties corresponding to those of the
President or Vice President of a Massachusetts corporation organized under
General Laws, Chapter 156B.
++Specify the officer having power and duties corresponding to the Clerk or
Assistant Clerk of such a Massachusetts corporation.
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and, the filing fee in the amount of $6,000 having been paid, said
articles are deemed to have been filed with me this 11th day of May, 1994.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger To Be Sent
TO: Evan Jones
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
Telephone (617) 570-1582
Copy Mailed
- ----------
Examiner
- ----------
Name
Approved
C
P
M
R.A.
- ----------
P.C.
NO. 04-2114473
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, James Bickman , *President,
and Stuart M. Cable , *Clerk,
of STOCKER & YALE, INC. ,
(Exact name of corporation)
located at 32 HAMPSHIRE ROAD, SALEM, NH 03079 ,
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Article 3 (SEE AUTHORIZED SHARE TABLE)
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on May 2,
1995, by vote of:
4,982,469 shares of Common of 7,899,271.4 shares outstanding,
- --------- ------------------------------- -------------
(type, class & series, if any)
shares of of shares outstanding,
(type, class & series, if any)
shares of of shares outstanding,
(type, class & series, if any)
1**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
*Delete the inapplicable words.
**Delete the inapplicable clause.
1For amendments adopted pursuant to Chapter 156B, Section 70.
2For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate
8 1/2 x 11 sheets of paper with a left margin of at least 1 inch.
Additions to more than one article may be made on a single sheet so long
as each article requiring each addition is clearly indicated.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
- ----------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ----------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ----------------------------------------------------------------------------------------------
Common: Common: 12,000,000 .001
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Preferred: Preferred:
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Change the total authorized to:
- ----------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ----------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ----------------------------------------------------------------------------------------------
Common: Common: 2,400,000 .001
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Preferred: Preferred:
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:
-----------------------------------------.
SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of December , 1995,
/s/ James Bickman , *President,
- -------------------------------------------------------------------
James Bickman
/s/ Stuart M. Cable, Esq. , *Clerk.
- -------------------------------------------------------------------
Stuart M. Cable, Esq.
*Delete the inapplicable words.
FEDERAL IDENTIFICATION
NO. 04-2114473
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Susan A. Sundell, Vice President and Stuart M. Cable, Clerk of Stocker
& Yale, Inc., located at 32 Hampshire Road, Salem, New Hampshire 03079 certify
that these Articles of Amendment affecting articles numbered 3 of the Articles
of Organization were duly adopted at a meeting held on September 17, 1996, by
vote of: 1,198,021 shares of Common Stock of 1,712,914.6 shares outstanding,
being at least a majority of each type, class or series outstanding and entitled
to vote thereon:
Voted: To increase the amount of authorized common stock to
10,000,000 shares.
To change the number of shares and the par value of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
- -------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------
Type Number of Shares Type Number of Shares Par Value
- -------------------------------------------------------------------------------
Common: Common 2,400,000 .001
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Preferred: Preferred:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Change the total authorized to:
- -------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------
Type Number of Shares Type Number of Shares Par Value
- -------------------------------------------------------------------------------
Common: Common 10,000,000 .001
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Preferred: Preferred:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not mor than thirty days after such filing, in
which event the amendment will become effective on such later date.
Later effective date: ________________________.
SIGNED UNDER THE PENALTIES OF PERJURY, this 23rd day of September, 1996.
/s/ Susan Sundell , Vice President
Susan A. Sundell
/s/ Stuart M. Cable , Clerk
Stuart M. Cable
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
============================================
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $7,600 having been paid, said articles are deemed to have been filed
with me this 24th day of September 1996.
Effective date:
----------------------------------------------
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Christine Grant, Legal Assistant
Goodwin, Procter & Hoar
Exchange Place - Boston, Massachusetts 02109