The Commonwealth of Massachusetts
JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF ORGANIZATION
(Under G.L. 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.
Constantine Alexander 75 Federal Street
Boston, MA 02110
The above-named incorporator does hereby act 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:
Damon Medical Instruments Corporation
2. The purposes for which the corporation is formed are as follows:
To manufacture, buy, trade, sell, deal in
all respects with reference to all kinds and
varieties of mechanical appliances, instruments,
medical laboratory instruments, machines and
products, and to carry on any business permitted by
the laws of the Commonwealth of Massachusetts to a
corporation organized under Chapter 156B.
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.
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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
CLASS OF STOCK
----------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES PAR AMOUNT
VALUE
- --------------------------------------------------------------------------------
Preferred None None $
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common 7,500 None
================================================================================
*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 on 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:
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.
Meetings of the stockholders of the corporation may be held
anywhere in the United States.
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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 office of
the corporation in Massachusetts is:
Route One, Industrial Park, Westwood, 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
44 Littlefield Rd. 44 Littlefield Rd.
President: David I. Kosowsky Newton Center, MA Newton Center, MA
- --------------------------------------------------------------------------------
519 Washington St. 519 Washington St.
Treasurer: Allan B. Beitchman Brookline, MA Brookline, MA
- --------------------------------------------------------------------------------
115 Shornecliffe Rd. 115 Shornecliffe Rd.
Clerk: Samuel Frankenheim Newton, MA Newton, MA
- --------------------------------------------------------------------------------
44 Littlefield Rd. 44 Littlefield Rd.
Directors: David I. Kosowsky Newton Center, MA Newton Center, MA
- --------------------------------------------------------------------------------
Allan B. Beitchman 519 Washington St. 519 Washington St.
Brookline, MA Brookline, MA
- --------------------------------------------------------------------------------
Samuel Frankenheim 115 Shornecliffe Rd. 115 Shornecliffe Rd.
Newton, MA Newton, MA
- --------------------------------------------------------------------------------
Carl R. Hurtig Woodworth Lane Woodworth Lane
Greenbush, MA Greenbush, MA
- --------------------------------------------------------------------------------
c. The date initially adopted on which the corporation's fiscal year
ends is:
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August 31
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is:
Third Tuesday in December
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 26th day of May
1971.
/s/ Constantine Alexander
--------------------------
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.
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The Commonwealth of Massachusetts
JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
-------------
We, David I. Kosowsky , President and
Samuel Frankenheim , Clerk of
Damon Medical Instruments Corporation
-------------------------------------
(Name of Corporation)
located at Route One Industrial Park, Westwood, Massachusetts
---------------------------------------------------
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted May 27, 1971,
by the sole incorporator of the corporation, none of the stock of the
corporation having then been issued.
"That, effective when proper Articles of Amendment
are duly filed with the Secretary of the Commonwealth, the name of the
corporation is hereby changed to Damon Medical Instrumentation, Inc."
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The foregoing amendment will become effective when these articles are
filed in accordance with Chapter 156B, Section 6 of the general Laws 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.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 22nd day of July, in the year 1971.
/s/ David I. Kosowsky , President
---------------------------
/s/ Samuel Frankenheim , Clerk
---------------------------
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The Commonwealth of Massachusetts
PAUL GUZZI FEDERAL IDENTIFICATION
Secretary of the Commonwealth NO. 042283603
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. 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 S. Kennedy, Jr. , President and
Sarah M. Gallivan , Clerk of
Damon Medical Instrumentation, Inc.
-----------------------------------
(Name of Corporation)
located at 115 Fourth Avenue, Needham Heights, Massachusetts 02194
--------------------------------------------------------
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 12, 1978, by vote
of
100 shares of Common out of 100 shares outstanding,
- ---------- -------------- -------------
(Class of Stock)
"That effective when Articles of Amendment are duly filed with the
Secretary of the Commonwealth, the name of the corporation is hereby
changed to Nomad Massachusetts, Inc."
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more
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than thirty days after such filing, in which event the amendment will become
effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 19th day of May, in the year 1978
/s/ James S. Kennedy, Jr. , President
James S. Kennedy, Jr.
/s/ Sarah M. Gallivan , Assistant Clerk
Sarah M. Gallivan
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