The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I
The name of the corporation is:
Syratech Security Corporation
ARTICLE II
The purpose of the corporation is to engage in the
following business activities:
See Continuation Sheet IIA attached hereto and made
a part hereof.
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 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.
SECRETARY OF
COMMONWEALTH
1995 APR 19 PM 12:47
CORPORATION DIVISION
ARTICLE III
The types 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:
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: None Common: 1,500 $1.00
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Preferred: None Preferred: None None
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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 within any class.
None
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
*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 Continuation Sheet VIA attached hereto and made a part hereof.
*If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
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 street address of the principal office of the corporation in
Massachusetts is: (post office boxes are not acceptable)
175 McClellan Highway, East Boston, Massachusetts 02128
b. The name, residence and post office address (if different) of the
directors and officers of the corporation are:
NAME RESIDENCE POST OFFICE ADDRESS
President: Leonard Florence 99 Lyman Road
Chestnut Hill, MA 02167 Same
Treasurer: E. Merle Randolph 24 Boren Lane
Boxford, MA 01921 Same
Clerk: Faye A. Florence 770 Boylston Street, Apt. 17D
Boston, MA 02199 Same
Directors: Leonard Florence 99 Lyman Road
Chestnut Hill, MA 02167 Same
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of: December
d. The name and business address of the resident agent of the corporation, if
any, is:
None
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.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) 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 19 day of April, in the year 1995.
/s/ E. M. Randolph
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E. Merle Randolph
175 McClellan Highway
East Boston, MA 02128
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(617)561-2200
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Note: If an 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.
SYRATECH SECURITY CORPORATION
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CONTINUATION SHEET II A
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To engage exclusively in buying, selling, dealing in or holding, on its
own behalf and not as a broker, securities (except securities of a corporation
defined in Chapter 63 of the Massachusetts General Laws as DISC), including,
without limitation, stocks, shares, bonds, notes, and obligations of and
interests in corporations, joint-stock companies, trusts, associations, firms or
persons and all forms of public and municipal securities of this or any other
country, or any right or interest therein, and, while owner thereof, to exercise
all rights, powers and privileges of ownership in the same manner and to the
same extent that an individual might.
To engage in, transact and carry on any or all of the above businesses or
any other business activity necessary or convenient for or incidental to any or
all of the foregoing or which can advantageously be conducted in connection
therewith, and to engage in, transact and carry on any other activity which a
corporation classified as a security corporation under the Excise (Income) Tax
laws of The Commonwealth of Massachusetts may lawfully engage in, transact or
conduct.
SYRATECH SECURITY CORPORATION
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CONTINUATION SHEET VIA
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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.
This corporation may become a partner in any general or limited
partnership or in any joint venture or in any other business enterprise
organized for the purpose of accomplishing any of the purposes contained in the
Corporation's Articles of Organization. Notwithstanding the foregoing, this
corporation shall only engage in, transact or carry on activities which a
corporation classified as a security corporation under the Excise (Income) Tax
Laws of the Commonwealth of Massachusetts may lawfully engage in, transact or
conduct.
To the maximum extent permitted by Massachusetts General Laws, Chapter
156B, as the same exists or may thereafter be amended, no director of the
corporation shall be personally liable to the corporation or any of its
stockholders for monetary damages arising out of such director's breach of
fiduciary duty as a director of the corporation. No amendment to or repeal of
the provisions of this paragraph shall apply to or have any effect on the
liability or alleged liability of any director of the corporation for or with
respect to any act or failure to act of such director occurring prior to such
amendment or repeal.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
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I hereby certify that, upon examination of these 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 $ _______ having been paid,
said articles are deemed to have been filed with me this _________ day of
_________________ 19 _____.
Effective date:_________________________________________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than one dollar, or no par stock, shall be deemed to have a par value
of one dollar per share.
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Marcia L. Moore, Esq.
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Syratech Corporation
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175 McClellan Highway
East Boston, MA 02128
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Telephone: (617)561-2200
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