THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF ORGANIZATION
(Under G. L. Ch. 156B)
Incorporators
NAME POST OFFICE ADDRESS
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Include given name in full in case of natural persons; in case of corporation,
give state of incorporation.
Keith D. Lind 100 Charles River Plaza
Boston, MA 02114
The above-named incorporator(s) do hereby associate (themselves) with the
intention of forming a corporation under the provisions of General Laws, Chapter
156B and hereby state(s):
1. The name of the corporation is:
Holmes Air (Taiwan) Corp.
2. The purpose of the corporation is to engage in the following business
activities:
To import and export goods, products and services, without limiting the
generality of the foregoing, to and from the United States and Taiwan,
as well as other countries; and
To buy, sell, manufacture, distribute, warehouse, market and otherwise
deal in goods, products and services of all kinds and to carry on any
and all activities necessary, related or incidental thereto; and
To carry on any business and engage in any other activity, whether or
not related to those in the foregoing paragraphs, which may be
permitted by the laws of Massachusetts to a corporation organized under
Chapter 156B of the General Laws of Massachusetts, as may be amended
from time to time.
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.
3. The total shares and the par value, if any, of each class of stock
within the corporation is authorized 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: 15,000 Common: None $ N/A
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Preferred: None Preferred: None $ N/A
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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
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, of any class of stockholders:
See Continuation Sheet 6A.
**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.
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 the organization of the corporation shall be the
date of filing with the Secretary of the Commonwealth or later
effective date is desired, specify date (not more than 30 days after
the 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: 7 October Hill Road, Holliston, MA 01746
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: 21 Pierce Road 7 October Hill Road
Jordan A. Kahn Wellesley, MA 02181 Holliston, MA 01746
Treasurer: 21 Pierce Road 7 October Hill Road
Jordan A. Kahn Wellesley, MA 02181 Holliston, MA 01746
Clerk: 122 Nehoiden Road 100 Charles River Plaza
Donald H. Siegel Waban, MA 02168 Boston, MA 02114
Directors: 21 Pierce Road 7 October Hill Road
Jordan A. Kahn Wellesley, MA 02181 Holliston, MA 01746
Vice President: 307 Tuttle Street 7 October Hill Road
Bernard Chiu Fall River, MA 02724 Holliston, MA 01746
c. The date initially adopted on which the corporation's fiscal year end is:
December 31
d. The date initially fixed in the By-Laws for the annual meeting of
stockholders of the corporation is:
Second Thursday in April
e. The name and business address of the resident agent, if any, of the
corporation is: N/A
IN WITNESS WHEREOF and under the penalties of perjury, sign(s) these Articles of
Organization this 3rd day of January, 1986.
/s/ Keith D. Lind
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Keith D. Lind
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The signature of each incorporator which is not a natural person must be 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.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
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I hereby certify that, upon examination the within-written 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
$150.00 having been paid, said articles are deemed to have been filed with me
this 6th day of January, 1985.
Effective date: /s/ Michael Joseph Connolly
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MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO: Keith D. Lind
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c/o Posternak, Blankstein & Lund, L.L.P.
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100 Charles River Plaza
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Boston, MA 02114
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Telephone: (617) 367-9595
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FILING FEE: 1/20 of 1% of the total amount of authorized capital stock without
par value, but not less than $150.00 General Laws, Chapter 156B, shares of stock
with a par value less than one dollar shall be deemed to have a par value of one
dollar per share.