Filing Fee: $70.00
EXHIBIT 3.7
RESTATED ARTICLES OF INCORPORATION
OF
NEW ENGLAND CONTAINER CO., INC.
Pursuant to the provisions of Section 7-1.1-59 of the General
Laws, 1956, as amended, the undersigned corporation adopts the following
Restated Articles of Incorporation:
FIRST: The name of the corporation is NEW ENGLAND CONTAINER
CO., INC.
SECOND: The period of its duration is PERPETUAL.
THIRD: The purpose or purposes which the corporation is
authorized to pursue are:
(1) to purchase, manufacture, recondition and deal in
steel drums and similar containers; and
(2) to engage in any lawful act or activity for which
corporations may be organized under the General Laws
of Rhode Island.
FOURTH: The aggregate number of shares which the corporation
has authority to issue is TWENTY THOUSAND (20,000) SHARES OF COMMON STOCK, EACH
WITH A PAR VALUE OF $.01.
Note: If the authorized shares consist of one class only, insert a statement
of the par value of such shares or a statement that all of such shares
are without par value.
If the authorized shares are divided into classes, insert a statement
of the number of shares of each class, a statement of the par value of
the shares of each such class or that such shares are without par
value, and a statement of the preferences, limitations and relative
rights in respect of the shares of each class.
If the authorized shares of any preferred or special class are issuable
in series, insert a statement of the designation of each series, a
statement of the variations in the relative rights and preferences as
between series in so far as the same are fixed in the articles of
incorporation and a statement of any authority vested in the board of
directors to establish series and fix and determine the variations in
the relative rights and preferences as between series.
FIFTH: Existing provisions limiting or denying to
shareholders the preemptive right to acquire additional or treasury shares of
the corporation are:
Stockholders shall not have a preemptive right to acquire
unissued or treasury shares or securities convertible into shares or carrying a
right to subscribe to or acquire shares.
SIXTH: Existing provisions of the articles of incorporation
for the regulation of the internal affairs of the corporation are:
See Exhibit A attached hereto
2
EXHIBIT A
Article SIXTH: No director of the corporation shall be liable
to the corporation or to its stockholders for monetary damages for breach of the
director's duty as a director; provided, however, that this Article SIXTH shall
not eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the corporation or to its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) the liability imposed pursuant to the provisions
of R.I.G.L. Section 7-1.1-43 (as in effect or as hereafter amended); or (iv) for
any transaction from which the director derived an improper personal benefit
unless said transaction is permitted by R.I.G.L. Section 7-1.1-37.1 (as in
effect or as hereafter amended). If the Rhode Island General Laws are amended
after the adoption of this Article SIXTH to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of each director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Rhode Island General Laws, as so amended.
Neither the amendment nor repeal of this Article SIXTH nor the adoption of any
provision of these Articles of Incorporation inconsistent with this Article
SIXTH shall eliminate or reduce the effect of this Article SIXTH in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article SIXTH, would occur or arise, prior to such amendment, repeal or adoption
of an inconsistent provision.
SEVENTH: The restated articles of incorporation correctly set
forth without change the corresponding provisions of the articles of
incorporation as heretofore amended, and supersede the original articles of
incorporation and all amendments thereto.
Dated JANUARY 28, 1993 NEW ENGLAND CONTAINER CO., INC.
By: /s/ VINCENT J. BUONANNO
------------------------
Its _____ President
and /s/ LINDA M. FRAME
Its _______ Secretary
STATE OF RHODE ISLAND }
: SC.
COUNTY OF PROVIDENCE }
At PROVIDENCE in said county on this 28TH day of JANUARY, 1993,
personally appeared before me LINDA M. FRAME, who, being by me first duly sworn,
declared that he is the SECRETARY of NEW ENGLAND CONTAINER CO., INC., that he
signed the foregoing document as SECRETARY of the corporation, and that the
statements therein contained are true.
/s/ EUGENE M. D'ONOFRIO
-----------------------------------
Notary Public
(NOTARIAL SEAL)
2
FICTITIOUS BUSINESS NAME STATEMENT
OF
NEW ENGLAND CONTAINER CO., INC.
(Correct Name of Corporation)
To the Secretary of State
of the State of Rhode Island
Pursuant to the provisions of Section 7-1.1-7.1 of the General Laws,
1956, as amended, the undersigned corporation hereby submits the following
statement for authority to transact business in the State of Rhode Island under
a fictitious name:
FIRST: Fictitious Business name to be used: NEW ENGLAND CONTAINER
SECOND: Name of applicant corporation: NEW ENGLAND CONTAINER CO., INC.
THIRD: Incorporated under the laws of RHODE ISLAND
FOURTH: Date of incorporation: JANUARY 8, 1953
FIFTH: Business in which engaged: DRUM RECONDITIONING
SIXTH: Address of registered office within Rhode Island C/O DESIMONE &
DEL SESTO LAW CORPORATION, 49 WEYBOSSET STREET, PROVIDENCE, RI 02903
SEVENTH: Applicant is otherwise qualified to do business in the State
of Rhode Island.
Dated: JUNE 8, 1984
(This statement shall expire
five (5) years from date of
filing)
NEW ENGLAND CONTAINER CO., INC.
(Applicant)
By: /s/VINCENT J. BUONANNO
------------------------
Its PRESIDENT