The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(Under G.L. 156B)
ARTICLE I
The name of the corporation is:
CORNING BIORAN INC.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
To acquire, own, operate, maintain, provide, furnish and generally deal
in and with, in any lawful capacity, laboratories, laboratory
Massachusetts Business Corporation Law, more specifically, To acquire, own,
operate, maintain, provide, furnish and generally deal in and with, in any
lawful capacity, laboratories, laboratory facilities, services, techniques,
establishments and equipment for the observation, analysis and evaluation of
materials, fluids, tissue and organisms of every kind and description; To
carry on any other business as may be necessary, convenient, or desirable to
accomplish the above purposes; and to engage in any lawful act or activity for
which corporations may be organized under the General Laws of the Commonwealth
of Massachusetts.
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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
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR
VALUE
COMMON: 3,000 COMMON:
PREFERRED: PREFERRED:
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.
n/a
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:
n/a
ARTICLE VI
______________________________________ and regulation of business and affairs of
the corporation, for its voluntary dissolution, or for limiting,
____________________________ or of its directors or stockholders, or of any
class of stockholders: (If there are no provisions ___________
n/a
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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 may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The post office address of the corporation IN MASSACHUSETTS is: 82 Wilson
Way, Westwood, Massachusetts 02090
b. The name, residence and post office address (if different) of the directors
and officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Douglas M. VanOort 350 E. 79th Street, Apt. 3K, One Malcolm Avenue,
New York, NY 10021 Teterboro, NJ 07608
Treasurer: James D. Chamber 35 Woodland Avenue, One Malcolm Avenue,
Mountain Lakes, NJ 07046 Teterboro, NJ 07608
Clerk: Leo C. Farrenkopf, Jr. 780 Forest Avenue, One Malcolm Avenue,
Rye, NY 10580 Teterboro, NJ 07608
Directors:
Alister W. Reynolds 3 Harbor Drive One Malcolm Avenue,
Rumson, NJ 07760 Teterboro, NJ 07608
Douglas M. VanOort 350 E. 79th Street One Malcolm Avenue,
Apt. 3K Teterboro, NJ 07608
New York, NY 10021
c. The fiscal year of the corporation shall end on the last dayy of the month
of: December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
any, is:
CT Corporation System
2 Oliver St., Boston, MA 02109
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.
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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 4th day of October 1994.
/s/ Siobhan Vincent
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Siobhan Vincent 2 Oliver Street, Boston, Massachusetts 02109
/s/ Patricia Canario
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Patricia Canario 2 Oliver Street, Boston, Massachusetts 02109
/s/ Kristen Tirrell
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Kristen Tirrell 2 Oliver Street, Boston, Massachusetts 02109
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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AGREEMENT OF MERGER
OF
CORNING BIORAN INC.
AND
MORAN RESEARCH LABS d/b/a
BIORAN MEDICAL LABORATORY
AGREEMENT OF MERGER dated as of October 10, 1994 between Corning Bioran Inc. and
Moran Research Labs d/b/a Bioran Medical Laboratory as approved by the Board of
Directors of Sub:
1. Moran Research Labs, which is a Massachusetts business trust doing business
as Bioran Medical Laboratory ("Bioran"), shall be merged with and into Sub,
which is a Massachusetts corporation ("Sub" or the "Surviving
Corporation"). Bioran owns all of the outstanding shares of Common Stock of
Sub.
2. The purpose of Sub is to provide clinical laboratory testing and related
services and to engage in any other business as is permitted by applicable
law.
3. The separate existence of Bioran shall cease upon the effective date of the
merger in accordance with the provisions of the Massachusetts Business
Corporation Law and the Declaration of Trust, as amended, of Bioran.
4. Sub shall continue in existence under its present name pursuant to the
provisions of the Massachusetts Business Corporation Law.
5. The merger is permitted under the terms of the Declaration of Trust, as
amended, of Bioran.
6. The Articles of Incorporation of Sub upon the effective date of the merger
shall be the Articles of Incorporation of the Surviving Corporation and
shall continue in full force and effect until amended and changed in the
manner prescribed by the provisions of the Massachusetts Business
Corporation Law.
7. The bylaws of Sub upon the effective date of the merger shall be the bylaws
of the Surviving Corporation and shall continue in full force and effect
until changed, altered or amended as therein provided and in the manner
prescribed by the provisions of the Massachusetts Business Corporation Law.
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8. The directors and officers in office of Sub upon the effective date of the
merger shall continue to be members of the Board of Directors and the
officers of the Surviving Corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.
9. Each issued share of common stock of Sub shall, upon the effective date of
the merger, be canceled without consideration. Each issued share of Bioran
Trust Stock as of the effective date of merger shall be converted into one
issued share of Common Stock of the Surviving Corporation. Sub is
authorized to issue 3,000 shares of Common Stock, no par value, all of
which are outstanding.
10. The Agreement of Merger herein entered into and approved is not required to
be, and shall not be, submitted for approval by the holders of the Bioran
Trust Stock or the holders of the Common Stock of Sub.
11. As soon as practical after the execution of this Agreement of Merger, Sub
and Bioran will cause to be executed and filed and/or recorded any document
or documents prescribed by the Massachusetts Business Corporation Law, and
they will cause to be performed all necessary acts therein and elsewhere to
effectuate the merger.
12. The Board of Directors of Sub,the Trustee of Bioran and the proper officers
of Sub and Bioran, are hereby authorized, empowered and directed to do any
and all acts and things, and to make, execute, deliver, file, and/or record
any and all instruments, papers and documents which shall be or become
necessary, proper or convenient to carry out or put into effect any of the
provisions of this Agreement of Merger or of the merger herein provided
for.
The merger herein provided for shall become effective upon its filing with
the Office of the Secretary of State of the Commonwealth of Massachusetts.
13. The merger herein provided for shall become effective upon its filing with
the Office of the Secretary of State of the Commonwealth of Massachusetts.
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14. The merger may be abandoned at any time prior to its effective date by
joint action of the Board of Directors of Sub and the Trustee of Bioran.
Signed on October 10, 1994
CORNING BIORAN INC.
By:/s/ Douglas M. VanOort
----------------------
Douglas M. VanOort
President
By:/s/ Leo C. Farrenkopf, Jr.
--------------------------
Leo C. Farrenkopf, Jr.
Secretary
Signed on October 10, 1994
MORAN RESEARCH LABS d/b/a
BIORAN MEDICAL LABORATORY
By:/s/ Douglas M. VanOort
----------------------
Douglas M. VanOort
Trustee
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The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
No. 04-324-8020
Examiner
ARTICLES OF
MERGER OF TRUST AND CORPORATION
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 83
The fee for filing this certificate is prescribed by
General Laws, Chapter 156B, Section 114. Make check
payable to the Commonwealth of Massachusetts.
* * * *
CORNING BIORAN INC.
name of corporation
The undersigned officers of said corporation and the trustees or other
persons authorized to sign for the trust named below hereby certify as follows:
1. The trust to be merged into the corporation is as follows:
Name State of Organization Date of Organization
Moran Research Labs Massachusetts 3/2/89
042442964
2. The trust owns at least ninety per cent of the outstanding shares of
each class of the corporation.
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3. In the case of the above-named trust the provisions of the Instrument or
Declaration of Trust permit the merger herein described and all action required
under the laws of this Commonwealth in connection with the merger have been duly
taken.
4. The agreement of merger complies with the requirements of the
subsections (b) and (c) of General Laws, Chapter 156B, Section 83, and will be
kept as provided by subsection (d) thereof. The corporation will furnish a copy
of said agreement to any stockholder of the corporation, or any person who was
an owner of a certificate of participation or shares of the association or
trust, upon written request and without charge.
5. The effective date of the merger determined pursuant to the agreement
referred to in paragraph 4 shall be upon filing.
6. The undersigned officers, with respect to the corporation, and the
undersigned trustees or other authorized persons, with respect to the trust,
further certify that the agreement of merger which is set forth under paragraph
4 has been duly approved by the corporation and by the trust, respectively, in
the manner required by General Laws, Chapter 156B, Section 83 on the following
dates:
Date of approval by the corporation: October 10, 1994
Date of approval by the trust: October 10, 1994
IN WITNESS WHEREOF and under the penalties of perjury we have hereto
signed our names this 10th day of October, 1994.
For the Corporation:
Douglas M. VanOort
----------------------
President
Leo C. Farrenkopf, Jr.
----------------------
Clerk
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For the Trust:
Douglas M. VanOort
----------------------
Trustees
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The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLE OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Raymond C. Marier, Vice President
and Leo C. Farrenkopf, Jr., Clerk
of Corning Bioran Inc.
located at 415 Massachusetts Ave., Cambridge, MA 02139
certify that these Articles of Amendment affecting articles numbered:
Article 1
of the Articles of Organization were duly adopted by unanimous written consent
on November 28, 1995, by vote of:
376.55 shares of Common Stock of 376.55 shares outstanding.
shares of of shares outstanding.
shares of of shares outstanding.
1*being at least a majority of each type, class or series outstanding and
entitled to vote thereon:/ or 2* being at least two-thirds of each type, class
or series outstanding and entitled to vote thereon and of each type, class or
series of stock whose rights are adversely affected thereby:
1 For amendments adopted pursuant to Chapter 156B, Section 70.
* Delete the inapplicable clause.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
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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
Common: Common:
Preferred: Preferred:
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
Common: Common:
Preferred: Preferred:
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Article 1 of the Articles of Organization is amended as follows:
"The name of the corporation is Corning Clinical Laboratories Inc.
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: December 31, 1995
SIGNED UNDER THE PENALTIES OF PERJURY, this 13th day of December, 1995
/s/ Raymond C. Marier , Vice President.
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/s/ Leo C. Farrenkopf, Jr. , Clerk
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