FEDERAL IDENTIFICATION
NO. 04-1659040
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- -------------- The Commonwealth of Massachusetts
Examiner William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
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Name Approved
We, Kevin G. Champagne , President,
and J. Louis LeBlanc , Clerk,
of Seacoast Financial Services Corporation
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(Exact name of corporation)
located at 791 Purchase Street, New Bedford, MA 02740
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(Street address of corporation Massachusetts)
do hereby certify that the following Restatement of the
Articles of Organization was duly adopted at a meeting at
which a quorum was present held on August 24, 1998 by a vote
of: 113 corporators of 142 corporators entitled to vote
thereon, being all of the corporators present and entitled to
vote at such meeting:
C [ ] ARTICLE I
P [ ] The name of the corporation is:
M [ ]
R.A. [ ] Seacoast Financial Services Corporation
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To buy, sell, deal in, or hold securities of every kind and description; and in
general to carry on any business permitted to corporations organized under
Chapter 156B of the Massachusetts General Laws as now in force or hereafter
amended.
P.C.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:
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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: 0 Common: 100,000,000 $.01
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Preferred: 0 Preferred: 10,000,000 $.01
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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.
See Continuation Sheet IVA attached hereto and made a part hereof.
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.
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
CONTINUATION SHEET IVA
ARTICLE IV. CAPITAL STOCK.
Section 4.1 Capital Stock. A description of the different classes and
series of the Corporation's capital stock and a statement of the designations,
and the relative rights, preferences and limitations of the shares of each class
and series of capital stock are as follows:
4.1.1 Common Stock. Each holder of Common Stock shall at every
meeting of stockholders be entitled to one vote in person or by proxy for each
share of Common Stock held by him or her. The holders of the Common Stock shall
be entitled to such dividends as may from time to time be declared by the Board
of Directors out of any funds legally available for the declaration of
dividends, subject to any provisions of these Articles of Organization, as
amended from time to time (these "Articles"), and subject to the relative rights
and preferences of any shares of Preferred Stock authorized and issued
hereunder. Subject to the relative rights and preferences of any shares of
Preferred Stock authorized and issued hereunder, upon the dissolution or
liquidation of the Corporation, whether voluntary or involuntary, the holders of
shares of Common Stock shall be entitled to receive pro rata all assets of the
Corporation available for distribution to its stockholders.
There shall be no cumulative voting rights in the election of
Directors. Each share of Common Stock shall have the same relative rights as,
and be identical in all respects with, all the other shares of Common Stock.
4.1.2 Preferred Stock. The Board of Directors is authorized,
subject to limitations prescribed by law and the provisions of this Article IV,
to provide for the issuance of shares of Preferred Stock with or without series,
and, by filing a certificate pursuant to the applicable law of The Commonwealth
of Massachusetts (the "Certificate of Designation"), to establish from time to
time the number of shares to be included in each such series and to fix the
designation, preferences, voting powers, qualifications and special or relative
rights or privileges of the shares of each such series. In the event that at any
time the Board of Directors shall have established and designated one or more
series of Preferred Stock consisting of a number of shares less than the total
number of authorized shares of Preferred Stock, the remaining authorized shares
of Preferred Stock shall be deemed to be shares of an undesignated series of
Preferred Stock until designated by the Board of Directors as being a part of a
series previously established or a new series then being established by the
Board of Directors. Notwithstanding the fixing of the number of shares
constituting a particular series, the Board of Directors may at any time
thereafter authorize the issuance of additional shares of the same series except
as set forth in the Certificate of Designation. The authority of the Board of
Directors with respect to each series shall include, but not be limited to,
determination of one or more of the following:
(a) The number of shares constituting that
series, which number may be increased or decreased (but not below the number of
shares of such series then outstanding) from time to time by the Board of
Directors, and the distinctive designation of that series;
(b) Whether any dividend shall be paid on shares
of that series, and, if so, the dividend rate on the shares of that series;
whether dividends shall be cumulative and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of
that series;
(c) Whether shares of that series shall have
voting rights in addition to the voting rights provided by law and, if so, the
terms of such voting rights;
(d) Whether shares of that series shall be
convertible into shares of Common Stock or another security and, if so, the
terms and conditions of such conversion, including provisions for adjustment of
the conversion rate in such events as the Board of Directors shall determine;
(e) Whether shares of that series shall be
redeemable and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates; and whether that series shall have
a sinking fund for the redemption or purchase of shares of that series and, if
so, the terms and amount of such sinking fund;
(f) Whether, in the event of purchase or
redemption of the shares of that series, any shares of that series shall be
restored to the status of authorized but unissued shares or shall have such
other status as shall be set forth in the Certificate of Designation;
(g) The rights of the shares of that series in
the event of the sale, conveyance, exchange or transfer of all or substantially
all of the property and assets of the Corporation, or the merger or
consolidation of the Corporation into or with any other corporation or entity,
or the merger of any other corporation or entity into it, or the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of shares of that series to payment in any
such event;
(h) The price or other consideration for which
the shares of such series shall be issued;
(i) Whether shares of that series shall carry
any preemptive right in or preemptive right to subscribe to any additional
shares of Preferred Stock or any shares of any other class of stock which may at
any time be authorized or issued, or any bonds, debentures or other securities
convertible into shares of stock of any class of the Corporation, or options or
warrants carrying rights to purchase such shares or securities; and
(j) Any other designations, preferences, voting
powers, qualifications, and special or relative rights or privileges of the
shares of that series.
Except as specifically provided in these Articles, the holders
of Preferred Stock or Common Stock shall not be entitled to any vote and shall
not have any voting rights concerning the designation or issuance of any shares
of Preferred Stock authorized by and complying with the conditions of these
Articles, and subject to the authority of the Board of Directors or any
authorized committee thereof as set forth above, the right to any such vote is
expressly waived by all present and future holders of the capital stock of the
Corporation.
CONTINUATION SHEET VIA
ARTICLE VI. OTHER LAWFUL PROVISIONS.
Section 6.1 Certain Business Combinations
6.1.1 Vote Required for Certain Business Combinations. In
addition to any affirmative vote required by the Massachusetts General Laws or
by these Articles, and except as otherwise expressly provided in Section 6.1.3,
any Business Combination (as hereinafter defined) shall require the affirmative
vote of the holders of at least eighty percent (80%) of the voting power of all
of the then-outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (the "Voting Stock"), voting
together as a single class (it being understood that for purposes of this
Section 6.1, each share of the Voting Stock shall have the number of votes
granted to it pursuant to Article IV of these Articles). Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or by any other provisions of these
Articles or any Certificate of Designation (as defined in Section 4.1.2) or in
any agreement with any national securities exchange or otherwise.
6.1.2 Business Combination Defined. The term "Business
Combination" as used in this Article VI shall mean:
(a) any merger or consolidation of the Corporation
or any Subsidiary (as defined in Section 6.1.4(e)) with (a) any Interested
Stockholder (as defined in Section 6.1.4(b)) or (b) any other corporation
(whether or not itself an Interested Stockholder) which is, or after such merger
or consolidation would be, an Affiliate (as defined in Section 6.1.4(d)) of an
Interested Stockholder; or
(b) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to or with any Interested Stockholder or any Affiliate of any Interested
Stockholder of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value (as defined in Section 6.1.4(g)) equal to or greater
than ten percent (10%) of the combined assets of the Corporation and its
Subsidiaries; or
(c) the issuance or transfer by the Corporation or
any Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested Stockholder or
any Affiliate of any Interested Stockholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate Fair Market Value
equal to or greater than ten percent (10%) of the combined assets of the
Corporation and its Subsidiaries, except for any issuance or transfer pursuant
to an employee benefit plan of the Corporation or any Subsidiary thereof
(established with the approval of a majority of the Disinterested Directors (as
defined in Section 6.1.4(f))); or
(d) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf of any
Interested Stockholder or any Affiliate of any Interested Stockholder; or
(e) any reclassification of securities (including any
reverse stock split) or recapitalization of the Corporation or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving any Interested
Stockholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any Affiliate of any
Interested Stockholder.
6.1.3. When Higher Vote is Not Required. The provisions of
Section 6.1.1 shall not be applicable to any particular Business Combination,
and such Business Combination shall require only such affirmative vote, if any,
as may be required by law or by any other provision of
these Articles, if either (x) the condition specified in Section 6.1.3(a) is met
or (y) all of the conditions specified in Section 6.1.3(b) are met:
(a) Approval by Disinterested Directors. The
Business Combination shall have been approved by two-thirds (2/3) of the
Disinterested Directors, it being understood that this condition shall not be
capable of satisfaction unless there is at least one Disinterested Director.
(b) Price and Procedure Requirements. All of the
following conditions shall have been met:
(1) The aggregate amount of the cash and the
Fair Market Value of consideration other than cash, determined as of the date of
the consummation of the Business Combination, to be received per share by
holders of Common Stock in such Business Combination shall be at least equal to
the higher of the following:
(A) (if applicable) the highest per share
price (including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Stockholder or any of its Affiliates for
any shares of Common Stock acquired by it (1) within the two-year period
immediately prior to the first public announcement of the proposal of the
Business Combination (the "Announcement Date") or (2) in the transaction in
which it became an Interested Stockholder, whichever is higher;
(B) the Fair Market Value per share of
Common Stock of the Corporation on the Announcement Date or on the date on which
the Interested Stockholder became an Interested Stockholder (the "Determination
Date"), whichever is higher.
(2) The aggregate amount of the cash and the
Fair Market Value of consideration other than cash, determined as of the date of
the consummation of the Business Combination, to be received per share by
holders of shares of any class of outstanding Voting Stock other than the Common
Stock shall be at least equal to the highest of the following (it being intended
that the requirements of this Section 6.1.3(b)(2) shall be required to be met
with respect to each such other class of outstanding Voting Stock, whether or
not the Interested Stockholder has previously acquired any shares of a
particular class of Voting Stock):
(A) (if applicable) the highest per share
price (including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Stockholder or any of its Affiliates for
any shares of such class of Voting Stock acquired by it (1) within the two-year
period immediately prior to the Announcement Date or (2) in the transaction in
which it became an Interested Stockholder, whichever is higher; or
(B) (if applicable) the highest
preferential amount per share to which the holders of shares of such class of
Voting Stock are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; or
(C) the Fair Market Value per share
of such class of Voting Stock on the Announcement Date or on the Determination
Date, whichever is higher.
(3) The holders of all outstanding shares of
Voting Stock not beneficially owned by the Interested Stockholder immediately
prior to the consummation of any Business Combination shall be entitled to
receive in such Business Combination cash or other consideration for their
shares meeting all of the terms and conditions of this Section 6.1.3(b);
provided, however, that the failure of any stockholders who are exercising their
statutory rights to dissent from such Business Combination and receive payment
of the fair value of their shares to exchange their shares in such Business
Combination shall not be deemed to have prevented the condition set forth in
this Section 6.1.3(b)(3) from being satisfied.
(4) The consideration to be received by
holders of any particular class or, if outstanding, any particular series of
outstanding Voting Stock (including Common Stock) shall be in cash or in the
same form as the Interested Stockholder or any of its Affiliates has previously
paid for shares of such class or such series of Voting Stock. If the Interested
Stockholder or any of its Affiliates has paid for shares of any class or any
series of Voting Stock with varying forms of consideration, the form of
consideration to be received per share by holders of such class or such series
of Voting Stock shall be either cash or the form used to acquire the largest
number of shares of such class or such series of Voting Stock previously
acquired by the Interested Stockholder or any of its Affiliates.
(5) The prices determined in accordance with
Section 6.1.3(b) shall be subject to appropriate adjustment in the event of any
stock dividend, stock split, combination of shares or similar event.
(6) After such Interested Stockholder has
become an Interested Stockholder and prior to the consummation of any such
Business Combination: (a) except as shall have been approved by two-thirds (2/3)
of the Disinterested Directors, there shall have been no failure to declare and
pay at the regular date therefor any full quarterly dividends (whether or not
cumulative) on any outstanding stock having preference over the Common Stock as
to dividends or liquidation; (b) there shall have been (1) no reduction in the
annual rate of dividends paid on the Common Stock (except as necessary to
reflect any subdivision of the Common Stock), except as approved by two-thirds
(2/3) of the Disinterested Directors, and (2) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or any similar transaction which
has the effect of reducing the number of outstanding shares of the Common Stock,
unless the failure so to increase such annual rate is approved by two-thirds
(2/3) of the Disinterested Directors; and (c) neither such Interested
Stockholder nor any of its Affiliates shall have become the beneficial owner (as
such term is defined in Section 6.1.4(c)) of any additional shares of Voting
Stock except as part of the transaction which results in such Interested
Stockholder becoming an Interested Stockholder.
(7) After such Interested Stockholder has
become an Interested Stockholder, such Interested Stockholder shall not have
received the benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided,
directly or indirectly, by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
(8) A proxy or information statement
describing the proposed Business Combination and complying with the requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder (or any subsequent provisions replacing such
Act, rules or regulations) shall be mailed to stockholders of the Corporation at
least 30 days prior to the consummation of such Business Combination (whether or
not such proxy or information statement is required to be mailed pursuant to
such Act or subsequent provisions). Such proxy or information statement shall
contain, if a majority of the Disinterested Directors so requests, an opinion of
a reputable investment banking firm which shall be selected by a majority of the
Disinterested Directors, furnished with all information such investment banking
firm reasonably requests and paid a reasonable fee for its services by the
Corporation upon the Corporation's receipt of such opinion, as to the fairness
(or lack of fairness) of the terms of the proposed Business Combination from the
point of view of the holders of shares of Voting Stock (other than the
Interested Stockholder).
6.1.4 Certain Definitions. For the purpose of these
Articles:
(a) A "person" shall include any individual, group
acting in concert, corporation, partnership, limited liability company,
association, joint venture, pool, joint stock company, trust, unincorporated
organization or similar company, syndicate, or any group formed for the purpose
of acquiring, holding or disposing of securities.
(b) "Interested Stockholder" shall mean any person
(other than the Corporation, any Subsidiary or any employee stock ownership plan
formed by the Corporation) who or which:
(1) is the beneficial owner, directly or
indirectly, of ten percent (10%) or more of the voting power of the outstanding
Voting Stock; or
(2) is an Affiliate of the Corporation and at
any time within the two-year period immediately prior to the date in question
was the beneficial owner, directly or indirectly, of ten percent (10%) or more
of the voting power of the then outstanding Voting Stock; or
(3) is an assignee of or has otherwise
succeeded to any shares of Voting Stock which were at any time within the
two-year period immediately prior to the date in question beneficially owned by
any Interested Stockholder, if such assignment or succession shall have occurred
in the course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933, as amended, and such
assignment or succession was not approved by two-thirds (2/3) of the
Disinterested Directors.
(c) "Beneficial ownership" shall be determined
pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange
Act (or any successor rule or statutory
provision), or, if said Rule 13d-3 shall be rescinded and there shall be no
successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in
effect on the date of filing of these Articles; provided, however, that a person
shall, in any event, also be deemed to be a "beneficial owner" of any shares of
Voting Stock:
(1) which such person or any of its Affiliates
or Associates (as hereinafter defined) beneficially owns, directly or
indirectly, within the meaning of Rule 13d-3 of the Exchange Act, as in effect
on the date of filing of these Articles; or
(2) which such person or any of its
Affiliates or Associates has (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding (but shall not be deemed to be the
beneficial owner of any voting shares solely by reason of an agreement,
contract, or other arrangement with this Corporation to effect any transaction
which is described in Section 6.1.2) or upon the exercise of conversion rights,
exchange rights, warrants, or options, or otherwise, (b) sole or shared voting
or investment power with respect thereto pursuant to any agreement, arrangement,
understanding, relationship or otherwise (but shall not be deemed to be the
beneficial owner of any voting shares solely by reason of a revocable proxy
granted for a particular meeting of stockholders, pursuant to a public
solicitation of proxies for such meeting, with respect to shares of which
neither such person nor any such Affiliate is otherwise deemed the beneficial
owner), or (c) the right to dispose of or transfer; or
(3) which are beneficially owned, directly
or indirectly, by any other person with which such first-mentioned person or any
of its Affiliates or Associates has any agreements, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of any shares of
capital stock of the Corporation;
and provided further, however, that (1) no Director or Officer of this
Corporation (and no Affiliate of any such Director or Officer) shall, solely by
reason of any or all of such Directors' or Officers' acting in their capacities
as such, be deemed, for any purposes hereof, to beneficially own any Voting
Stock beneficially owned by another such Director or Officer (or any Affiliate
thereof), and (2) neither any employee stock ownership plan or similar plan of
the Corporation or any Subsidiary, nor any trustee with respect thereto or any
Affiliate of such trustee (solely by reason of its capacity as such trustee),
shall be deemed, for any purposes hereof, to beneficially own any Voting Stock
held under any such plan.
For purposes of computing the percentage beneficial ownership
of Voting Stock of a person, the outstanding Voting Stock shall include shares
deemed owned by such person through application of Section 6.1.4(c), but shall
not include any other shares of Voting Stock which may be issuable by this
Corporation pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.
(d) "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act as in effect on the date of filing of
these Articles.
(e) "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the exclusion from
the definition of Interested Stockholder set forth in Section 6.1.4(b), the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.
(f) "Disinterested Director" means
(1) at any time when there is no Interested
Stockholder, any member of the Board of Directors, and
(2) at any time when there is an Interested
Stockholder, any Director of the Corporation who (i) is not, and was not at any
time during the two-year period immediately prior to the date in question, an
Affiliate or Associate of the Interested Stockholder, and (ii) either (A) was a
member of the Board prior to the time that the Interested Stockholder became an
Interested Stockholder or (B) thereafter received favorable votes for his or her
nomination or election as a Director by a majority of the Disinterested
Directors then serving on the Board.
(g) "Fair Market Value" means:
(1) in the case of stock, the highest closing
sale price during the 30-day period immediately preceding and including the date
in question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape,
on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Exchange Act on which such stock is listed, or, if such stock is not listed
on any such exchange, the highest closing bid quotation with respect to a share
of such stock during the 30-day period preceding and including the date in
question on any automated quotation system maintained by the Nasdaq Stock
Market, Inc. or any similar system then in use, or, if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined in good faith by a majority of the Disinterested Directors;
and
(2) in the case of property other than cash
or stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Disinterested Directors.
(h) All references to prices and values, including
references to "Fair Market Value" and "highest per share price" shall in each
case be adjusted to the extent necessary to reflect an appropriate adjustment
for any dividend or distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater number of
shares of such stock or any combination or reclassification of outstanding
shares of such stock into a smaller number of shares of such stock.
(i) "Group acting in concert" shall mean persons
seeking to combine or pool their voting or other interests in the securities of
the Corporation for a common purpose, pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written, oral or
otherwise, or persons acting with conscious parallel behavior, or any "group of
persons" as defined under Section 13(d) of the Exchange Act. When persons act
together for such purpose, their group is deemed to have acquired their stock.
(j) In the event of any Business Combination in which
the Corporation survives, the phrase "consideration other than cash" as used in
Section 6.1.3(b)(1) and Section 6.1.3(b)(2) hereof shall include the shares of
Common Stock and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.
(k) For the purposes of determining the "Announcement
Date," in the event that the first public announcement of the proposal of the
Business Combination is made after the close on such date of any securities
exchange registered under the Exchange Act on which any shares of the Voting
Stock of the Corporation are traded, or of any automated quotation system
maintained by the Nasdaq Stock Market, Inc. or any other system on which any
shares of the Voting Stock of the Corporation are listed, then the Announcement
Date shall be deemed to be the next day on which such exchange or quotation
system is open.
6.1.5. Powers of the Board of Directors. A majority of the
Disinterested Directors of the Corporation then in office shall have the power
and duty to determine for the purposes of this Section 6.1, on the basis of
information known to them after reasonable inquiry, (A) whether a person is an
Interested Stockholder, (B) the number or percentage of shares of Voting Stock
beneficially owned by any person, (C) whether a person is an Affiliate or
Associate of another, (D) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value equal to or greater than ten
percent (10%) of the combined assets of the Corporation and its Subsidiaries,
(E) whether the requirements of Section 6.1.3 have been met with respect to any
Business Combination, and (F) any other matters of interpretation arising under
this Section 6.1. The good faith determination of a majority of the
Disinterested Directors on such matters shall be conclusive and binding for all
purposes of this Section 6.1.
6.1.6 No Effect on Fiduciary Obligations of Interested
Stockholders. Nothing contained in this Section 6.1 shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.
6.1.7 Amendment, Repeal, etc. Notwithstanding any other
provisions of these Articles or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage or no vote may be specified by
law, these Articles or the By-Laws of the Corporation), and in addition to any
affirmative vote of the holders of Preferred Stock or any other class of capital
stock of the Corporation or any series of the foregoing then outstanding which
is required by law or by or pursuant to these Articles, the affirmative vote of
the holders of eighty percent (80%) or
more of the outstanding Voting Stock, voting together as a single class, shall
be required to amend or repeal, or adopt any provisions inconsistent with, this
Section 6.1.
Section 6.2. Standards for Board of Directors' Evaluation of
Offers. The Board of Directors of the Corporation, in determining whether the
interests of the Corporation and its stockholders will be served by any offer of
another person to (i) make a tender or exchange offer for any equity security of
the Corporation, (ii) merge or consolidate the Corporation with or into another
institution, or (iii) purchase or otherwise acquire all or substantially all of
the properties and assets of the Corporation, may consider the interests of the
Corporation's employees, suppliers, creditors and customers, the economy of the
state, region and nation, community and societal considerations, and the
long-term and short-term interests of the Corporation and its stockholders,
including the possibility that these interests may be best served by the
continued independence of the Corporation.
Section 6.3 Stockholder Vote Required for Certain
Transactions. Any (i) sale, lease or exchange of all or substantially all of the
property or assets, including goodwill, of the Corporation, or (ii) merger,
share exchange or consolidation of the Corporation with or into any other
entity, shall require the affirmative vote of at least seventy-five percent
(75%) of the total number of votes eligible to be cast by stockholders on such
sale, lease or exchange, or merger, share exchange or consolidation, voting
together as a single class, at a duly constituted meeting of stockholders called
expressly for such purpose. The seventy-five percent (75%) vote requirement set
forth in the previous sentence shall not apply, and only the affirmative vote of
a majority of the total number of votes eligible to be cast by stockholders on
such matter, voting together as a single class, shall be required for approval
of a merger, share exchange, or consolidation which would result in the Voting
Stock (as such term is defined in Section 6.1.1) of the Corporation outstanding
immediately prior to the transaction continuing to represent (either by
remaining outstanding or by being converted into or exchanged for voting
securities of the surviving entity) more than seventy percent (70%) of the
Voting Stock of the Corporation or such surviving entity outstanding immediately
after such merger, share exchange, or consolidation. The term "surviving entity"
shall mean (i) the entity that continues to exist following a merger or a
consolidation or (ii), with respect to a share exchange, the entity that issues
its securities in exchange for the outstanding securities of another entity. The
provisions of this Section 6.3 shall not apply to the extent that a higher
percentage vote shall be required by law or the provisions of Section 6.1 of
these Articles.
Section 6.4 Preemptive Rights. Holders of the capital stock of
the Corporation shall not be entitled to preemptive rights with respect to any
shares of the capital stock of the Corporation which may be issued.
Section 6.5 Directors
6.5.1. Classification of Directors. The Directors, other than
those who may be elected by the holders of any series of Preferred Stock of the
Corporation, shall be classified, with respect to the term for which they
severally hold office, into three classes, as nearly equal in number as
possible, with one class to be elected annually. The initial Directors of the
Corporation shall hold office as follows: the first class of Directors shall
hold office initially for a term expiring
at the annual meeting of stockholders to be held in 1999, the second class of
Directors shall hold office initially for a term expiring at the annual meeting
of stockholders to be held in 2000, and the third class of Directors shall hold
office initially for a term expiring at the annual meeting of stockholders to be
held in 2001. At each succeeding annual meeting of stockholders, the successors
of the class of Directors whose term expires at that meeting shall be elected by
a plurality vote of all votes cast at such meeting to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election. Members of each class shall hold office until their
successors are duly elected and qualified or until their earlier resignation or
removal.
6.5.2. Removal of Directors. Subject to the rights of the
holders of any Preferred Stock then outstanding, any Director (including persons
elected by Directors to fill vacancies in the Board of Directors) may be removed
from office, only for cause and only by an affirmative vote of not less than
two-thirds (2/3) of the total votes eligible to be cast by stockholders, voting
together as a single class, at a duly constituted meeting of stockholders called
expressly for such purpose. At least 30 days prior to such meeting of
stockholders, written notice shall be sent to the Director whose removal will be
considered at the meeting and the Director will be provided an opportunity to be
heard before the stockholders.
6.5.3. Limitation of Liability of Directors. No Director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a Director
notwithstanding any provision of law imposing such liability; provided, however,
that this Section 6.5.3 shall not eliminate or limit any liability of a Director
(i) for any breach of the Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections 61 or
62 of Chapter 156B of the General Laws of The Commonwealth of Massachusetts, or
(iv) with respect to any transaction from which the Director derived an improper
personal benefit. No amendment or repeal of this Section 6.5.3 shall adversely
affect the rights and protection afforded to a Director of this Corporation
under this Section 6.5.3 for acts or omissions occurring prior to such amendment
or repeal. If the Massachusetts Business Corporation Law is hereafter amended to
further eliminate or limit the personal liability of Directors or to authorize
corporate action to further eliminate or limit such liability, then the
liability of the Directors of this Corporation shall be eliminated or limited to
the fullest extent permitted by the Massachusetts Business Corporation Law as so
amended.
Section 6.6. Transactions with Interested Persons. For the
purposes of this Section 6.6, "Interested Person" means any person or
organization in any way interested in the Corporation, whether as a director,
officer, stockholder, employee or otherwise, and any other entity in which any
director, officer, stockholder or employee of the Corporation is a director,
officer, stockholder or employee or is otherwise interested in any way. The
Corporation may enter into contracts or transact business with one or more
Interested Persons and may enter into other contracts or transactions in which
one or more Interested Persons are in any way interested. In the absence of
fraud, no such contract or transaction shall be invalidated or in any way
affected by the fact that any such Interested Person has or may have any
interest which is or might be adverse to the interest of the Corporation even
though the vote or action of an Interested Person having
such an adverse interest may have been necessary to obligate the Corporation
upon such contract or transaction.
At any meeting of the Board of Directors (or of any duly
authorized committee thereof) at which any such contract or transaction shall be
authorized or ratified, any Director having such adverse interest may vote or
act thereat with like force and effect as if he or she had no such interest,
provided in such case that the nature of such interest (though not necessarily
the extent or details thereof) shall be disclosed or shall have been known to
the Directors. A general notice that a Director or officer is interested in any
corporation, organization or other concern of any kind referred to above shall
be a sufficient disclosure as to the interest of such Director or officer with
respect to all contracts and transactions with such corporation, organization or
other concern. No Director shall be disqualified from holding office as a
Director or an officer of the Corporation by reason of any such adverse
interest, unless the Board of Directors shall determine that such adverse
interest is detrimental to the Corporation. In the absence of fraud, no
Director, officer or stockholder having such adverse interest shall be liable on
account of such adverse interest to the Corporation or to any stockholder or
creditor thereof or to any other person for any loss incurred by it under or by
reason of such contract or transaction, nor shall any such Director, officer or
stockholder be accountable on such ground for any gains or profits realized
thereon.
Section 6.7 Indemnification
6.7.1 Officers. To the extent permitted by law and except as
provided in Sections 6.7.3 and 6.7.4, each Officer of the Corporation (and his
or her heirs and personal representatives) shall be indemnified by the
Corporation against all Expenses incurred by him or her in connection with any
Proceeding in which he or she is involved as a result of (a) his or her serving
or having served as an Officer or employee of the Corporation, (b) his or her
serving or having served as a Director, officer or employee of any of its
wholly-owned Subsidiaries, or (c) his or her serving or having served in any
capacity with respect to any other corporation, organization, partnership, joint
venture, trust, employee benefit plan or other entity at the request or
direction of the Corporation. Capitalized terms used but not defined in this
Section 6.7 shall have the meanings defined in Section 6.7.9.
6.7.2 Non-Officer Employees. To the extent permitted by law
and except as provided in Sections 6.7.3 and 6.7.4, each non-Officer Employee of
the Corporation (and his or her heirs and personal representatives) may, in the
discretion of the Board of Directors, be indemnified against any or all Expenses
incurred by him or her in connection with any Proceeding in which he or she is
involved as a result of (a) his or her serving or having served as a non-Officer
Employee of the Corporation, (b) his or her serving or having served as a
Director, officer, or employee of any of its wholly-owned subsidiaries, or (c)
his or her serving or having served in any capacity with respect to any other
corporation, organization, partnership, joint venture, trust employee benefit
plan or other entity at the request or direction of the Corporation.
6.7.3 Service at Direction of Board of Directors. No
indemnification shall be provided to an Officer or non-Officer Employee with
respect to his or her serving or having
served in any capacity "at the request or direction of the Corporation" unless
such service was required or directed by vote of the Board of Directors prior to
the occurrence of the event to which the indemnification relates; provided that
the Board of Directors may provide an Officer or non-Officer Employee with
indemnification, as to a specific Proceeding, even though such Board of
Directors vote was not obtained, if in its discretion, the Board of Directors
determines it to be appropriate for the Corporation to do so.
6.7.4 Certain Limitations. No indemnification shall be
provided to an Officer or to a non-Officer Employee with respect to a matter as
to which he or she shall have been determined by final judicial decision from
which there is no further right to appeal (hereinafter a "Final Adjudication")
that such Indemnitee is not entitled to be indemnified for such expenses under
this Section 6.7 or otherwise. If in a Proceeding brought by or in the right of
the Corporation, a Director of the Corporation is held not liable for monetary
damages, whether because that Director is relieved of personal liability under
the provisions of Section 6.5.3 of these Articles or otherwise, that Director
shall be deemed to have met the standard of conduct set forth above and to be
entitled to indemnification for Expenses reasonably incurred in the defense of
such Proceeding.
6.7.5 Advancement of Expenses. In the event that the
Corporation does not assume the defense, or unless and until the Corporation
assumes the defense pursuant to Section 6.7.7 of any Proceeding of which the
Corporation receives notice under this Section 6.7, the Corporation shall pay,
in the case of a Director or officer at the level of Vice President or above,
and may pay, in the case of any other Indemnitee, any Expenses incurred by such
Indemnitee in defending a Proceeding or any appeal therefrom in advance of the
final disposition of such Proceeding ("Advancement of Expenses"); provided,
however, that if the Proceeding is initiated by the Indemnitee or the
Disinterested Directors, then the Corporation may, but need not, pay such
Expenses in advance of the final disposition of such Proceeding. The Board of
Directors shall have the authority, in its discretion, to pay Expenses incurred
by any other Officer or any Non-Officer Employee in defending a Proceeding or
any appeal therefrom in advance of the final disposition of such Proceeding.
Notwithstanding the foregoing, to the extent required by the
Massachusetts Business Corporation Law Expenses incurred by an Indemnitee in
advance of the final disposition of a Proceeding may be paid only upon the
Corporation's receipt of an undertaking ("Undertaking") by the Indemnitee to
repay such payment if there shall have been a Final Adjudication that such
Indemnitee is not entitled to be indemnified for such expenses under this
Section 6.7 or otherwise. The Corporation may accept such Undertaking without
reference to the financial ability of the Indemnitee to make such repayment.
6.7.6 Right of Indemnitee to Bring Suit. If a claim under this
Section 6.7 is not paid in full by the Corporation within sixty (60) days after
a written claim has been received by the Corporation, except in the case of a
claim for an Advancement of Expenses, in which case the applicable period shall
be twenty (20) days, the Indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If the
Indemnitee is successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee
shall also be entitled to be paid the expense of prosecuting or defending such
suit. In any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an Advancement of Expenses) it shall be a defense that the
Indemnitee has not met the applicable standard of conduct set forth in the
Massachusetts Business Corporation Law. In addition, in any suit by the
Corporation to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the Corporation shall be entitled to recover such expenses upon a
Final Adjudication that the Indemnitee has not met the applicable standard of
conduct set forth in the Massachusetts Business Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or stockholders) to have made a determination prior to the commencement
of such suit that indemnification of the Indemnitee is proper in the
circumstances because the Indemnitee has met the applicable standard of conduct
set forth in the Massachusetts Business Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel or stockholders) that the Indemnitee has not met such applicable
standard of conduct, shall create a presumption that the Indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an Advancement of Expenses hereunder,
or by the Corporation to recover an Advancement of Expenses pursuant to the
terms of an Undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such Advancement of Expenses, under this
Section 6.7 or otherwise shall be on the Corporation.
6.7.7 Notification and Defense of Claim. Each Indemnitee must
notify the Corporation in writing as soon as practicable of any Proceeding
involving him or her or with respect to which indemnity will or could be sought.
With respect to any Proceeding of which the Corporation is so notified, the
Corporation will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee. After the Corporation notifies the Indemnitee of
its election so to assume such defense, the Corporation shall not be liable to
the Indemnitee for any legal or other expenses subsequently incurred by the
Indemnitee in connection with such claim, other than as provided below in this
Section 6.7.7. The Indemnitee shall have the right to employ his or her own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the Corporation and the
Indemnitee in the conduct of the defense of such action, or (iii) the
Corporation shall not in fact have employed counsel to assume the defense of
such action. In each such case, the fees and expenses of Indemnitee's counsel
reasonably acceptable to the Corporation shall be at the expense of the
Corporation, except as otherwise expressly provided by this Section 6.7. The
Corporation shall not be entitled, without the consent of the Indemnitee, to
assume the defense of any claim brought by or in the right of the Corporation or
as to which counsel for the Indemnitee shall have reasonably made the conclusion
provided for in clause (ii) above.
6.7.8 Insurance. The Corporation may purchase and maintain
insurance to protect itself and any Indemnitee against any liability of any
character asserted against and incurred by the Corporation or any such
Indemnitee, or arising out of any such status, whether or not the Corporation
would have the power to indemnify such person against such liability by law or
under the provisions of this Section 6.7 or under the Massachusetts Business
Corporation Law. The Corporation's obligation to provide indemnification under
this Section 6.7 shall be offset to the extent indemnification is available from
any other source, including any otherwise applicable insurance coverage under a
policy maintained by the Corporation or any other person.
6.7.9 Definitions. For the purposes of this Section 6.7:
(a) "Officer" means (i) any person who serves or has served as
a Director of the Corporation (ii) any person who serves or has served in any
other office filled by election or appointment by the Board of Directors,
whether or not such person is an officer of the Corporation within the
definition of that term as contained in the By-Laws of the Corporation, and
(iii) any other person who serves or has served, at the request or direction of
the Corporation, as a Director or officer of any of the Corporation's
wholly-owned subsidiaries;
(b) "non-Officer Employee" means any person who serves or has
served as an employee or agent of the Corporation but who is not an Officer;
(c) "Indemnitee" means each Officer, and each non-Officer
Employee whom the Board of Directors has determined to indemnify pursuant to
Section 6.7.2;
(d) "Proceeding" means any action, suit, proceeding or
investigation, civil or criminal, brought or threatened in or before any court,
tribunal, administrative or legislative body or agency; and
(e) "Expenses" means any liability fixed by a judgment, order,
decree or award (including, but not limited to, judgments, fines, ERISA excise
taxes or penalties) in a Proceeding, any amount actually and reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in a Proceeding.
6.7.10 Other Indemnification Rights. The provisions of this
Section 6.7 shall not be construed to be exclusive. The Corporation shall have
the power to indemnify (and to provide for the Advancement of Expenses to) its
Officers and any of its agents or employees who are not Officers and to enter
into specific agreements, commitments or arrangements for indemnification on any
terms not prohibited by law which it deems to be appropriate. Nothing in this
Section 6.7 shall limit any lawful rights to indemnification existing
independently of this Section 6.7.
6.7.11 Survival of Benefits. The provisions of this Section
6.7 shall be applicable to persons who shall have ceased to be Directors or
officers of the Corporation, and shall inure to the benefit of the heirs,
executors and administrators of persons entitled to be indemnified hereunder.
Nothing hereunder shall be deemed to limit the Corporation's authority to
indemnify any person pursuant to any contract or otherwise.
6.7.12 Subsequent Amendment. The right to indemnification
conferred in this Section 6.7 shall be a contract right and no amendment,
termination or repeal of this Section 6.7 or of the relevant provisions of the
Massachusetts Business Corporation Law or any other applicable laws shall affect
or diminish in any way the rights of any Indemnitee to indemnification under the
provisions hereof with respect to any Proceeding arising out of or relating to
any actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.
6.7.13 Merger or Consolidation. If the Corporation is merged
into or consolidated with another corporation and the Corporation is not the
surviving corporation, the surviving corporation shall assume the obligations of
the Corporation under this Section 6.7 with respect to any action, suit,
proceeding or investigation arising out of or relating to any actions,
transactions or facts occurring at or prior to the date of such merger or
consolidation.
6.7.14 Subsequent Legislation. If the Massachusetts General
Laws are amended after adoption of this Section 6.7 to expand further the
indemnification permitted to Indemnitees, then the Corporation shall indemnify
such persons to the fullest extent permitted by the Massachusetts General Laws,
as so amended.
6.7.15 Savings Clause. If this Section 6.7 or any portion
hereof shall be found invalid on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee
as to any Expenses with respect to any Proceeding to the fullest extent
permitted by any applicable portion of this Section 6.7 that shall not have been
found invalid and to the fullest extent permitted by applicable law.
Section 6.8. Acting as a Partner. The Corporation may be a
partner in any business enterprise which it would have power to conduct by
itself.
Section 6.9. Stockholders' Meetings. Meetings of stockholders
may be held anywhere in the United States.
Section 6.10. Call of Special Meetings. Special meetings of
stockholders may be called by a majority of the Directors then in office
(provided, however, that if there is an Interested Stockholder, any such call by
the Board of Directors shall also require the affirmative vote of a majority of
the Disinterested Directors then in office). Special meetings shall be called by
the Clerk or in the case of the death, absence, incapacity or refusal of the
Clerk, by any other officer, upon written application of one or more
stockholders who hold at least two-thirds (2/3) in interest of the capital stock
entitled to vote at such meeting. Application to a court pursuant to Section
34(b) of Chapter 156B of the General Laws of The Commonwealth of Massachusetts
requesting the call of a special meeting of stockholders because none of the
officers is able and willing to call such a meeting may be made only by
stockholders who hold at least two-thirds (2/3) in interest of the capital stock
entitled to vote at such meeting. The hour, date and place of any special
meeting and the record date for determining the stockholders having the right to
notice of and to vote at such meeting shall be determined by the Board of
Directors or the President. At a special meeting of stockholders, only such
business shall be conducted, and only such proposals shall be acted
upon, as shall have been properly brought before the meeting in accordance with
the procedures set forth in the By-Laws of the Corporation.
Section 6.11. Amendment of By-Laws.
6.11.1 Amendment by Directors. Except as otherwise required by
law, the By-laws of the Corporation may be amended by the affirmative vote of a
majority of the Directors then in office at a duly constituted meeting of the
Board of Directors (unless at the time of such action there shall be an
Interested Stockholder, in which case such action shall also require the
affirmative vote of two-thirds (2/3) of the Disinterested Directors then in
office at such meeting). Not later than the time of giving notice of the annual
meeting of stockholders next following the amending by the Directors of any
By-law, notice thereof stating the substance of such change shall be given to
all stockholders entitled to vote on amending the By-laws.
6.11.2 Amendment by Stockholders. The By-laws of the
Corporation may be amended at a duly constituted meeting of stockholders called
expressly for such purpose, by the affirmative vote of at least seventy-five
percent (75%) of the total voted eligible to be cast by stockholders on such
amendment, voting together as a single class; provided, however, that if the
Board of Directors recommends, by the affirmative vote of two-thirds (2/3) of
the Directors then in office at a duly constituted meeting of the Board of
Directors (unless at the time of such action there shall be an Interested
Stockholder, in which case such action shall also require the affirmative vote
of two-thirds (2/3) of the Disinterested Directors then in office at such
meeting), that stockholders approve such amendment at such meeting of
stockholders, such amendment shall only require the affirmative vote of a
majority of the total votes eligible to be cast by stockholders on such
amendment, voting together as a single class.
Section 6.12. Amendment of Articles of Organization. These
Articles may be amended at a duly constituted meeting of stockholders called
expressly for such purpose, by the affirmative vote of at least seventy-five
percent (75%) of the total votes eligible to be cast by stockholders on such
amendment, voting together as a single class; provided, however, that if the
Board of Directors recommends, by the affirmative vote of at least two-thirds
(2/3) of the Disinterested Directors then in office at a duly constituted
meeting of the Board of Directors, that stockholders approve such amendment at
such meeting of stockholders, such amendment shall only require the affirmative
vote of a majority of the total votes eligible to be cast by stockholders on
such amendment, voting together as a single class. Notwithstanding the
foregoing, to the extent that any provision of these Articles provides for
stockholder approval by a vote of more than a majority of the total votes
eligible to be cast, such provision may only be amended, altered, changed or
repealed after approval by the same percentage vote as is provided for in such
provision.
Section 6.13. Beneficial Ownership Limitation.
6.13.1 For a period of five (5) years from the date of
consummation of the initial issuance by the Corporation of Common Stock to the
public (the "Stock Issuance Date"), no person shall directly or indirectly offer
to acquire or acquire the beneficial ownership of more than
ten percent (10%) of the outstanding shares of Voting Stock of the Corporation.
This limitation shall not apply (i) to any acquisition of shares of capital
stock of the Corporation which has been expressly approved in advance by an
affirmative vote of not less than two-thirds (2/3) of the Directors then in
office (unless at the time of such action there shall be an Interested
Stockholder, in which case such action shall also require the affirmative vote
of two-thirds (2/3) of the Disinterested Directors then in office at such
meeting), or (ii) to any offer with a view toward public resale made exclusively
to the Corporation or to any underwriters acting on behalf of the Corporation or
to the selling group acting on the underwriter's behalf in connection with a
public offering of the Corporation's capital stock, or (iii) to a corporate
reorganization which does not result in any change in the respective beneficial
ownership interests of the Corporation's stockholders other than pursuant to the
exercise of any dissenters' appraisal rights.
6.13.2 In the event Voting Stock is acquired in violation of
this Section 6.13, the excess shares shall no longer be entitled to vote on any
matter or take other stockholder action or be counted in determining the total
number of outstanding shares for purposes of any matter involving stockholder
action, and the Board of Directors may cause such excess shares to be
transferred to an independent trustee for sale on the open market or otherwise,
with the expenses of such trustee to be paid out of the proceeds from such sale.
The term "offer" as used in this Section 6.13 includes every offer to buy or
acquire, solicitation of an offer to sell, tender offer for, or request or
invitation for tender of, a security or interest in a security for value.
Section 6.14 Interpretation. When a reference is made in these
Articles to a Section, such reference shall include subsections, which are part
of the related Section (e.g., a section numbered "Section 5.5.1" would be part
of "Section 5.5" and references to "Section 5.5" would also refer to material
contained in the subsection described as "Section 5.5.1"). The headings
contained in these Articles are for reference purposes only and shall not affect
in any way the meaning or interpretation of these Articles.
Section 6.15 Certain Statutes. The provisions of Chapters 110D
and 110F of the Massachusetts General Laws shall not apply to the Corporation.
ARTICLE VII
The effective date of the restated Articles 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.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
791 Purchase Street, New Bedford, MA 02740
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: Kevin G. Champagne 269 Wilbur St., New Bedford, MA 02740 Same
Treasurer: Francis S. Mascianica, Jr. 49 William Bradford Rd.
North Dartmouth, MA 02747 Same
Clerk: J. Louis LeBlanc 4090 Acushnet Ave., New Bedford, MA 02745 Same
Directors: See Continuation Sheet VIII(b) attached hereto and made a part hereof.
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of: October
d. The name and business address of the resident agent, if any, of the
corporation is: None
We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of Organization of the corporation as heretofore
amended, except amendments to the following articles. Briefly describe
amendments below:
See Articles II through VI hereof.
SIGNED UNDER THE PENALTIES OF PERJURY, this ____ day of ___________, 1998,
/s/ Kevin G. Champagne, President,
- ----------------------------------
/s/ J. Louis LeBlanc, Clerk
- ----------------------------------
Continuation Sheet VIII(b)
Directors List
--------------
Name Residence Post Office Address
- ---- --------- -------------------
Manuel G. Camacho, DDS 189 Adelaide Street Same
New Bedford, MA 02745
David P. Cameron 8 Mattakiset Road, Box 287 Same
Mattapoisett, MA 02739
Kevin G. Champagne 269 Wilbur Street Same
New Bedford, MA 02740
Howard C. Dyer, Jr. 6 Lucy Street Same
South Dartmouth, MA 02748
Glen F. Johnson 180 Bedford Street Same
New Bedford, MA 02740
Thornton P. Klaren, Jr. 486 Elm Street Same
South Dartmouth, MA 02748
J. Louis LeBlanc, Esq. 4090 Acushnet Avenue Same
New Bedford, MA 02745
A. William Munro 6 Stone Gate Road Same
Warren, RI 02885
Carl Ribeiro 80 Olde Knoll Road Same
Marion, MA 02738
Joseph H. Silverstein 130 Clarendon Street Same
Dartmouth, MA 02747
Gerald H. Silvia 496 Riverside Drive Same
Tiverton, RI 02878
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
=================================================
I hereby approve the within Restated Articles of
Organization 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
I hereby approve the within restated articles of
organization.
--------------------- ------------------------
Date Commissioner of Banks
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Peter W. Coogan, Esq.
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Foley, Hoag & Eliot LLP
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One Post Office Square
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Boston, MA 02109
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Telephone: (617) 832-1000
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