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EXHIBIT 3.1
[LOGO]
COMMONWEALTH OF MASSACHUSETTS
SECRETARY OF THE COMMONWEALTH
STATE HOUSE, BOSTON, MASSACHUSETTS 02133
William Francis Galvin
Secretary of the
Commonwealth SEPTEMBER 20, 2004
TO WHOM IT MAY CONCERN:
I hereby certify that according to the records of this office, CHASE CORPORATION
is a domestic corporation organized on MARCH 1, 1988, under the General Laws of
the Commonwealth of Massachusetts
I further certify that there are no proceedings presently pending under the
Massachusetts General Laws Chapter 156D section 14.21 for said corporation's
dissolution; that articles Of dissolution have not been filed by said
corporation; that, said corporation has filed all fees with respect to such
reports, and so far as appears of record said corporation has legal existence
and is in good standing with this office.
[GRAPHIC]
In testimony of which, I have hereunto affixed the Great Seal of the
Commonwealth on the date first above written.
/s/ William Francis Galvin
Secretary of the Commonwealth
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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. CH. 1568)
ARTICLE 1
THE NAME OF THE CORPORATION IS:
CHASE CORPORATION
ARTICLE II
THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN THE FOLLOWING BUSINESS
ACTIVITIES:
TO DEVELOP, DESIGN, PRODUCE, ASSEMBLE, MANUFACTURE, MARKET, OR OTHERWISE
DEAL IN OR PROVIDE INSULATING, PROTECTIVE AND CONDUCTING MATERIALS.
TO ENGAGE GENERALLY IN ANY BUSINESS WHICH MAY LAWFULLY BE CARRIED ON BY A
CORPORATION FORMED ENDER CHAPTER 156B OF THE GENERAL LAWS OF MASSACHUSETTS.
88 061018
C /X/
P /X/
M /X/
R.A. / /
9
P.C.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 81/2 X 11 SHEETS OF PAPER
LEAVING A LEFT HAND MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE
ARTICLE MAY BE CONTINUED ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING
EACH SUCH ADDITION IS CLEARLY INDICATED.
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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
<Table>
<Caption>
TYPE NUMBER OF SHARES
- ----------------------------------------------
COMMON:
N/A
PREFERRED:
N/A
</Table>
WITH PAR VALUE STOCKS
<Table>
<Caption>
TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------
COMMON:
10,000,000 $ 0.10
PREFERRED:
100,000 $ 1.00
</Table>
ARTICLE IV
IF MORE THAN ONE TYPE, CLASS OR SERIES IS AUTHORIZED, A DESCRIPTION OF EACH
WITH, IF ANY, THE PREFERENCES, VOTING POWERS, QUALIFICATIONS, SPECIAL OR
RELATIVE RIGHTS OR PRIVILEGES AS TO EACH TYPE AND CLASS THEREOF AND ANY SERIES
NOW ESTABLISHED.
SEE CONTINUATION SHEET 4A
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:
NONE
ARTICLE VI
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, OR OF ANY CLASS OF STOCKHOLDERS: (IF THERE ARE NO PROVISIONS STATE
"NONE".)
SEE Continuation SHEET 6A
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CHASE CORPORATION
220 FORBES ROAD, SUITE 2000
BRAINTREE, MA 02184
FEBRUARY 29 1988
Commonwealth of Massachusetts - Secretary of State
One Ashburton Place
Boston, MA 02108
Gentlemen:
The undersigned President of Chase Corporation hereby consents to the use
of tip name Chase Corporation by it Massachusetts corporation having Alexander
H. Spaulding as its incorporator.
CHASE CORPORATION
By /s/ Francis M. Chase
-----------------------------
Francis M. Chase
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CONTINUATION SHEET 4A
THERE IS HEREBY CREATED A CLASS OF 100,000 SHARES OF PREFERRED STOCK
($1.00 PER VALUE), WITH AUTHORITY IN THE BOARD OF DIRECTORS TO ESTABLISH AND
DESIGNATE SUCH SERIES, ONE OR MORE, OF THE PREFERRED STOCK AND TO FIX AND
DETERMINE THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES AS BETWEEN ALL
SERIES OF THE PREFERRED STOCK, SUBJECT, HOWEVER, TO THE APPLICABLE PROVISIONS OF
LAW AND OF THE ARTICLES OF ORGANIZATION OF THIS CORPORATION, AS FROM TIME TOO
TIME AMENDED, AND, WITHOUT IMPLIED LIMITATION, WITH THE EXPRESS AUTHORITY WITH
RESPECT TO EACH SERIES TO FIX AND DETERMINE BY VOTE OR VOTES PROVIDING FOR EACH
SERIES:
(1) THE NUMBER OF SHARES CONSTITUTING EACH SERIES AND THE DISTINCT DESIGNATION
OF THAT SERIES;
(2) THE RATE AT WHICH DIVIDENDS ON THE SHARES OF EACH SERIES SHALL BE DECLARED
AND PAID, OR SET ASIDE FOR PAYMENT, BEFORE ANY DIVIDENDS ON THE SHARES OF COMMON
STOCK WITH RESPECT TO THE SAME DIVIDEND PERIOD SHALL BE DECLARED AND PAID OR SET
ASIDE FOR PAYMENT; WHETHER DIVIDENDS AT THE RATE SO DETERMINED SHALL BE
CUMULATIVE AND IF SO FROM WHAT DATE OR DATES AND ON WHAT TERMS; AND WHETHER THE
SHARES OF EACH SERIES SHALL BE ENTITLED TO ANY PARTICIPATING OR OTHER DIVIDENDS
IN ADDITION TO DIVIDENDS AT THE RATE SO DETERMINED, AND IF SO ON WHAT TERMS;
(3) WHETHER OR NOT THE SHARES OF EACH SERIES SHALL HAVE VOTING RIGHTS IN
ADDITION TO THE VOTING RIGHTS PROVIDED BY LAW, AND, IF SO, THE TERMS AND
CONDITIONS OF SUCH VOTING RIGHTS;
(4) WHETHER THE SHARES OF EACH SERIES SHALL HAVE CONVENTION PRIVILEGES AND, IF
SO, THE TERMS AND CONDITIONS OF SUCH CONVERSION, INCLUDING SUCH PROVISIONS, FOR
ADJUSTMENT OF THE CONVERSION RATE AS THE BOARD OF DIRECTORS SHALL DETERMINE;
(5) WHETHER OR NOT THE SHARES OF EACH SERIES SHALL BE REDEEMABLE, AND, IF CO,
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;
(6) WHETHER ANY SHARES OF EACH SERIES SHALL BE REDEEMED THROUGH SINKING FUND
PAYMENTS, AND, IF SO, ON WHAT TERMS;
(7) THE RIGHTS OF THE SHARES OF EACH SERIES IN THE EVENT OF VOLUNTARY OR
INVOLUNTARY LIQUIDATION, DISSOLUTION, WINDING UP OR DISTRIBUTION OF THE ASSETS
OF THE CORPORATION;
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(8) ANY OTHER RELATIVE RIGHTS, PREFERENCES AND LIQUIDATION OF EACH SERIES.
-2-
<Page>
CONTINUATION SHEET 6A
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:
(a) MEETINGS OF THE STOCKHOLDERS MAY BE HELD ANYWHERE WITHIN THE
UNITED STATES.
(b) NO CONTRACT OR OTHER TRANSACTION OF THIS CORPORATION WITH ANY
OTHER PERSON, CORPORATION, ASSOCIATION, OR PARTNERSHIP SHALL BE AFFECTED
OR. INVALIDATED BY THE FACT THAT (i) THIS CORPORATION IS A STOCKHOLDER IN
SUCH OTHER CORPORATION, ASSOCIATION OR PARTNERSHIP, OR (ii; ANY ONE OR MORE
OF THE OFFICERS OR DIRECTORS OF THIS CORPORATION IS AN OFFICER, DIRECTOR OR
PARTNER OF SUCH OTHER CORPORATION, ASSOCIATION OR PARTNERSHIP, OR (iii) ANY
OFFICER OR DIRECTOR OF THIS CORPORATION, INDIVIDUALLY OR JOINTLY WITH
OTHERS, IS 4 PARTY TO OR IS INTERESTED IN SUCH CONTRACT OR TRANSACTION. ANY
DIRECTOR OF THIS CORPORATION MAY BE COUNTED IN DETERMINING THE EXISTENCE OF
A QUORUM AT ANY MEETING OF THE BOARD OF DIRECTORS FOR THE PURPOSE OF
AUTHORIZING OR RATIFYING ANY SUCH CONTRACT OR TRANSACTION, AND MAY VOTE
THEREON, WITH LIKE FORCE AND EFFECT AS IF HE WERE NOT SO INTERESTED OR WERE
NOT AN OFFICER, DIRECTOR OR PARTNER OF SUCH OTHER CORPORATION, ASSOCIATION
OR PARTNERSHIP.
(^) THE CORPORATION MAY BE A PARTNER IS ANY BUSINESS ENTERPRISE,
WHICH IT WOULD HAVE POWER TO CONDUCT ITSELF.
(d) THE BY-LAWS MAY PROVIDE THAT 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, THESE ARTICLES OF ORGANIZATION OR THE
BY-LAWS REQUIRES ACTION BY THE STOCKHOLDERS.
(e) NO DIRECTOR SHALL BE PERSONALLY LIABLE TO THE CORPORATION OR ITS
STOCKHOLDERS FOR MONETARY DAMAGES FOR ANY BREACH OF FIDUCIARY DUTY BY SUCH
DIRECTOR AS A DIRECTOR NOTWITHSTANDING ANY PROVISION OF LAW IMPOSING SUCH
LIABILITY, EXCEPT THAT, TO THE EXTENT PROVIDED BY APPLICABLE LAW, THIS
PROVISION SHALL. NOT ELIMINATE OR LIMIT THE LIABILITY OF A DIRECTOR (i) FOR
BREACH OF THE DIRECTOR'S DUTY OF LOYALTY TO THE CORPORATION OR ITS
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STOCKHOLDERS. (ii) FOR ACTS OR OMISSIONS NOT IN GOOD FAITH OR WHICH INVOLVE
INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF LAW, (iii) UNDER SECTION
61 OR 62 OF THE MASSACHUSETTS BUSINESS CORPORATION LOW OR ANY AMENDATORY OR
SUCCESSOR PROVISIONS THERETO OR (iv) FOR ANY TRANSACTION FROM WHICH THE
DIRECTOR DERIVED AN IMPROPER PERSONAL BENEFIT. IF THE MASSACHUSETTS
BUSINESS CORPORATIONS LAW HEREAFTER IS AMENDED TO AUTHORIZE THE FURTHER
ELIMINATION OR LIMITATION OF THE LIABILITY OF DIRECTORS, THEN THE LIABILITY
OF A DIRECTOR OF THE CORPORATION SHALL, IN ADDITION TO THE LIMITATION ON
PERSONAL LIABILITY OF DIRECTORS PROVIDED HEREIN, BE LIMITED TO THE FULLEST
EXTENT PERMITTED BY THE MASSACHUSETTS BUSINESS CORPORATION LAW,-AS FROM
TIME TO TIME AMENDED. NO AMENDMENT OR REPEAL OF THIS PROVISION SHALL
DEPRIVE A DIRECTOR OF THE BENEFITS HEREOF WITH RESPECT TO ANY ACT OR
OMISSION OCCURRING PRIOR TO SUCH AMENDMENT OR REPEAL.
(f) THESE ARTICLES MAY BE AMENDED IN WHOLE OR IN PART BY VOTE OF THE
HOLDERS OF A MAJORITY OF THE SHARES OF COMMON STOCK OUTSTANDING AND
ENTITLED TO VOTE PROVIDED, HOWEVER, THAT WHERE ANY SUCH AMENDMENT WOULD
ADVERSELY AFFECT THE RIGHTS OF ANY CLASS OF STOCK, THE VOTE IN THE
PROPORTION PROVIDED FOR HEREIN OF SUCH CLASS, VOTING SEPARATELY, SHALL ALSO
BE NECESSARY TO AUTHORIZE SUCH AMENDMENT. FOR THE PURPOSES OF THIS
PARAGRAPH, ANY SERIES OF A CLASS WHICH IS ADVERSELY AFFECTED IN A MANNER
DIFFERENT FROM OTHER SERIES OF THE SAME CLASS SHALL TOGETHER WITH ANY OTHER
SERIES OF THE SAME CLASS ADVERSELY AFFECTED IN THE SAME MANNER, BE TREATED
AS A SEPARATE CLASS.
<Page>
ARTICLE VII
THE EFFECTIVE DATE OF ORGANIZATION OF THE CORPORATION SHALL E 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 PAR OF THE ARTICLES
OF ORGANIZATION AND MAY BE CHANGED ONLY BY FILING THE APPROPRIATE FORM PROVIDED
THEREFORE.
ARTICLE VII
a. THE POST OFFICE ADDRESS OF THE CORPORATION IN MASSACHUSETTS IS: SUITE 200,
FORBES BUSINESS CENTER, 220 FORBES ROAD, BRAINTREE, MA 02184
<Table>
<Caption>
MAIM RESIDENCE POST OFFICE ADDRESS
CHAIRMAN OF
THE BOARD: FRANCIS N. CHASE 449 JERUSALEM ROAD SUITE 200
COHASSET, MA 02025 FORBES BUSINESS CENTER
220 FORBES ROAD
PRESIDENT BRAINTREE, MA 02184
AND
TREASURER: EDWARD L. CHASE 39 NICHOLS ROAD SUITE 200
COHASSET, NA 02025 FORBES BUSINESS CENTER
220 FORBES ROAD
BRAINTREE, MA 02184
CLERK: GEORGE N. HUGHES 115 FRANKLIN STREET PALMER C DODGE
NEWTON. NA 02158 ONE BEACON STREET
BOSTON. MA 02108
DIRECTORS: FRANCIS N. CHASE
EDWARD L. CHASE
GEORGE M. HUGHES
</Table>
c. THE FISCAL YEAR I.E. TAX YEAR) OF THE CORPORATION SHALL END ON THE LAST DAY
OF THE MONTH OF: AUGUST 31
d. THE NAME AND BUSINESS ADDRESS OF THE RESIDENT AGENT OF THE CORPORATION, IF
ANY IS: N/A
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose name 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 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 1st DAY OF MARCH, 1988
/s/ Alexander H. Spaulding
Alexander H. Spaulding
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
I HEREBY CERTIFY THAT, UPON AN 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
$5,000 HAVING BEEN PAID, SAID ARTICLES ARE DEEMED TO HAVE BEEN FILED WITH NE
TGUS 1st DAY OF MARCH 1988
EFFECTIVE DATE
[SEAL]
/s/ Michael J. Connolly
MICHAEL J. CONNOLLY
SECRETARY OF STATE
Filing Fee: 1/20 of 1% of the total amount of the authorized capital stock with
par value, and one cent a share for all authorized shares without par value, but
not less than $150 General Laws , Chapter 156B Shares of stock with a par value
less than one dollar shall be deemed to have par value of one dollar per share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
GEORGE M. HUGHES, ESQUIRE PALMER & DODGE
ONE BEACON STREET
BOSTON, MA 02108
{617) 227-4400
TELEPBDAA
<Page>
[LOGO]
THE CORATNONWEALTH OF MASSACHUSETTS
OFFICE OF THE SECRETARY OF STATE
STATE HOWE, BOSTON, MA 0213 (617) 727-2800
MICHAEL JOSEPH CONNOLLY, SECRETARY
* * * * * * * * * * *
CERTIFICATE OF CORRECTION
J ~.~ (GENERAL LAWS, CHAPTER 156E, SECTION 6A)
ARTICLES OF ORGANIZATION
CHASE CORPORATION (TITLE OF
DOCUMENT TO BE
CORRECTED)
IT IS HEREBY CERTIFIED THAT THE ABOVE MENTIONED DOCUMENT WAS FILED WITH THE
OFFICE OF THE STATE SECRETARY ON MARCH 1, 1988 AND THAT THE DEFECT OR INACCURACY
WAS NOT NOTED AT THAT TIME.
THE INACCURACY OR DEFECT TO HE CORRECTED IN SAID DOCUMENT IS AS FOLLOWS:
TO DELETE THE WORD "DESIGN" FROM ARTICLE II.
THAT PORTION OF THE DOCUMENT IN CORRECTED PORM IS AS FOLLOWS:
TO DEVELOP, PRODUCE, ASSEMBLE, MANUFACTURE, MARKET, OR OTHERWISE DEAL IN OR
PROVIDE INSULATING, PROTECTIVE AND CONDUCTING MATERIALS.
TO ENGAGE GENERALLY IN ANY BUSINESS WHICH MAY LAWFULLY BE CARRIED ON BY A
CORPORATION FORMED UNDER CHAPTER 156B OF THE GENERAL LAWS OF MASSACHUSETTS.
IN WITNESS WREREOF AND UNDER PENALTIES OF PERJURY, WE HAVE HEREUNTO SIGNED OUR
NAMES
4th day of MARCH in the year 1988.
/s/ Edward L. Chase President
-------------------
/s/ George M. Hughes Clerk/ ie
--------------------
NOTE: IF REQUIRED, ADDITIONAL INFORMATION MAY BE STATED CO A SEPARATE 8 X 11
INCH PLAIN WHITE PAPER WITH AT LEAST ONE INCH LEFT MARGIN FOR BINDING.
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THE COMMONWEALTH OF MASSACHUSETTS
FEDERAL IDENTIFICATION
NO..11-1797126
(FOR COLUMBIA CHASE CORP.)
1
&miner CO 78. 5M-10!85
MICHAEL. JOSEPH CONNOLLY
Secretary. OF STATE
ONE ASHBURTON PLACE
BOSTON, MASS. 02108 FEDERAL IDENTIFICATION
NO-001003788
ARTICLES OF MERGER*
PURSL:ANT TO GENERAL LAWS,
CHAPTER 156B, SECTION 79
THE FEE FOR FILING THIS CERTIFICATE IS PRESCRIBED BY GENERAL 14WS,
CHAPTER 156B, SECTION 114. MAKE CHECKS PAYABLE TO THE COMMONWEALTH OF
MASSACHUSETTS.
a
P' COLUMBIA CHASE CORPORATION & CHASE CORPORATION
INTO the constituent CORPORATIONS
THE- SURVIVING- CORPORATION ORGANIZED UNDER THE LAWS OF CHASE CORPORATION
MASSACHUSETTS AS SPECIFIED IN THE AGREEMENT REFERRED TO IN PARAGRAPH 1 BELOW.
The UNDERSIGNED OFFICERS OF EACH OF THE CONSTITUENT CORPORATIONS CERTIFY UNDER
THE penalties of PERJURY as follows:
1. An agreement of merger* has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B,
Section 79, and will be kept as provided by subsection (e) thereof. The
surviving* corporation will furnish a copy of said agreement to any of its
stockholders, or to any person who was a stockholder of any constituent
corporation. upon written request and without charge.
2. The effective date of the merger* determined pursuant to the agreement
referred to in paragraph I shall be March 16, 1988
3 (For a merger)
- -* The following amendments to the articles of organization of the SURVIVING
corporation to be effected pursuant to the agreement of merger referred to it
paragraph I are as follows:
LV NONE
P.C. (For a consolidation)
(a) The PURPOSES of the RESULTING corporation areas follows: N/A
*DELETE THE INAPPLICABLE WORDS.
**1F THERE ARE NO PROVISION:. STATE "NONE."
NOTE If the space provided under ARTICLE 3 is insufficient, additions shall
i11: sct forth on separate 81/2 x I I inch sheets of paper, :eawing a
left hand margin of -(t) least I inch far binding Additions to more
than me article may be continued on a single sheet so long as each
article requiring each such addition, is clearly indicated.
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(b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows: N/A
_________________ ___________________________
___________________________
(c) 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.
N/A
"(d) OTHER LAWFUL PROVISIONS, if ANY. for the CONDUCT AND REGULATION of the
BUSINESS AND affairs of the CORPORATION, for its VOLUNTARY DISSOLUTION, FOR
restrictions UPON THE transfer OF shares OF stock of ANY class, or for limiting.
DEFINING, OR REGULATING THE POWERS OF THE CORPORATION, OR OF ITS DIRECTORS OR
STOCKHOLDERS, OR CO ANY CLASS OF STOCKHOLDERS,
N/A
4. (THIS PARAGRAPH 4 MAY BE DELETED IF THE SURVIVING CORPORATION IS
ORGANIZED UNDER THE LAWS OF A STATE OTHER THEN MASSACHUSETTS.)
THE FOLLOWING:INFORMATION SHALL NOT FOR ANY PURPOSE BE TREATED AS A PERMANENT
PART OF THE ARTICLES OF ORGANIZATION OF THE ~ SURVIVING* CORPORATION.
(a) THE POST OFFICE ADDRESS OF THE PRINCIPAL OFFICE OF THE SURVIVING*
CORPORATION IN MASSACHUSETTS IS:
'SUITE 200, Forbes BUSINESS CENTER, 220 FORBES ROAD, BRAINTREE, MA
02184
(b) THE NAME, RESIDENCE AND POST OFFICE ADDRESS OF EACH OF THE DIRECTORS
AND PRESIDENT, TREASURER AND CLERK OF THE SURVIVING' CORPORATION IS AS
FOLLOWS:
<Table>
<Caption>
NAME RESIDENCE POST OFFICE ADDRESS
President Edward L. Chase 39 Nichols Road Suite 200, Forbes Business, comer
Cohasset, MA 02025 220 Forbes Road, Braintree, MA 02184
Treasurer Edward L. Chase 39 Nichols Rand Suite 200, Forbes Business Center
Cohasset, MA 02025 220 Forbes ROAD, Braintree, MA 02184
Clerk George M. Hughes 115 Franklin Street Palmer A Dodge, One Beacon Street
Newton, MA 02158 Boston, MA 02108
Directors Francis M. Chase 449 Jerusalem Road Suite 200, Forbes Business Center
Cohasset, MA 02025 220 Forbes Road, Braintree, MA 02184
Edward L. Chase
George M. Hughes (see above) (see above)
</Table>
(c) The date adopted on which the fiscal year of the surviving*
corporation ends is: August 31
(d) The date fixed in the by-laws for the Annual Meeting of stockholders
of the surviving' corporation is: on a date to be set by the directors
within Six months of the end of the fiscal year
*Delete the inapplicable words.
**If there are no provisions slate "NONE."
NOTE: If the space provided under artist 3 is insufficient, additions shall be
set forth en separate 81/2 x 11 inch sheets of paper. Leaving a left
hand margin of at least 1 inch for binding. Additions to. more than the
article may be continued on a single sheet so long us each Article
requiring each such addition is clearly indicated.
<Page>
FOR MASSACHUSETTS CORPORATIONS
THE UNDERSIGNED PRESIDENT' AND C(l)ERK of Chase,, Corporation
A CORPORATION ORGANIZED UNDER THE LAWS OF MASSACHUSETTS further STATE UNDER THE
PENALTIES OF PERJURY THAT THE AGREEMENT OF MERGER" REFERRED TO IN PARAGRAPH I
HAS BEEN DULY EXECUTED ON BEHALF OF SUCH CORPORATION AND DULY APPROVED IN THE
MATURE. REQUIRED BY GENERAL LAWS, CHAPTER 156B, SECTION 79.
CLERK
(a) FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHIISE1.
THE UNDERSIGNED PRESIDENT + AND Secretary
t+
COLUMBIA Chase Corporation a CORPORATION organized under THE LAWS of
New York
further state UNDER the penalties of PERJURY THAT the agreement of *
merger* referred to in paragraph 1, has been dui- ADOPTED by such corporation in
the MANNER required by the laws of . New York
/s/ Edward L. Chase
----------------------- + President
Edward L. Chase
/s/ George M. Hughes
----------------------- + Secretary
George M. Hughes
*DELETE THE INAPPLICABLE WORDS.
+SPECIFY THE officer HAVING powers AND DUTIES CORRESPONDING TO those of
ti.. President oc Vice President of a Massachusetts CORPORATION ORGANIZED
UNDER GENERAL TOWS, CHAPTER 15611.
t(t)Specify THE OFFICER HAVING POWER and DUTIES CORRESPONDING TO the Clerk or
Assistant Clerk of SUCH a Massachusetts Corporation.
<Page>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER*
(GENERAL LAWS, CHAPTER I56B, SECTION 79)
I HEREBY APPROVE THE WITHIN ARTICLES OF MERGER* AND, THE FILING FEE IN THE
AMOUNT OF $200.00 HAVING BEEN PAID, SAID ARTICLES ARE DEEMED TO HAVE BEEN FILED
WITH ME THIS 16th DAY OF MARCH 1988. _______
EFFECTIVE DATE
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
SECRETARY OF STATE
[SEAL]
TO BE FILLED IN BY
CORPORATION PHOTOCOPY of Articles of
Merger To BE SENT TO: W. Geoffrey Stein,
Esq.
Palmer & Dodge
One Beacon Street
Boston, MA 02108
Telephone (617) 227-440U
COPY MAID
* Delete the inapplicable words.
<Page>
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
SECRETARY OF STATE
ONE ASHBURTON PLACE FEDERAL IDENTIFICATION
. NO. 11-1797126
BOSTON, MASS.02108
ARTICLES OF
MERGER OF .PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS. CHAPTER 156B, SECTION 82
THE FEE FOR FILING THIS CERTIFICATE IS PRESCRIBED BY GENERAL LAWS,
CHAPTER 1568. SECTION 114, MAKE CHECK PAYABLE TO THE COMMONWEALTH OF
MASSACHUSETTS.
We, EDWARD L. CHASE and GEORGE M. HUGHES President DENT* OYWWPESEISIWT+STI AND
CLERK* OF CHASE.CORPORATION ____________
NAME OF CORPORATION
ORGANIZED UNDER THE LAWS OF MASSACHUSETTS AND HEREIN CALLED THE PARENT
CORPORATION, DO HEREBY CERTIFY AS FOLLOWS:
1. THAT THE SUBSIDIARY CORPORATION(s) TO BE MERGED INTO THE PARENT
CORPORATIONS ARE* AS FOLLOWS:
<Table>
<Caption>
SWEET DATE OF
NAME ORGANISATION ORGANISATION
CHASE & SONS, INC. MASSACHUSETTS 8/8/47
ROYSTON LABORATORIES, INC. PENNSYLVANIA 11/27/72
</Table>
2. THAT THE PARENT CORPORATION OWNS AT LEAST NINETY PER CENT OF THE
OUTSTANDING SHARES OF EACH CLASS OF THE STOCK OF EACH SUBSIDIARY CORPORATION TO
BE MERGED INTO THE PARENT CORPORATION.
3. THAT IN THE CASE OF EACH OF THE ABOVE-NAMED CORPORATIONS THE LAWS OF
THE STATE OF ITS ORGANIZATION, IF OCHER THAN MASSACHUSETTS, PERMIT THE MERGER
HEREIN PROVIDED FOR AND THAT ALL ACTION REQUIRED UNDER THE LAWS OF EACH SUCH
STATE IN CONNECTION WITH THIS MERGER HAS BEEN DULY TO KEN. (IF ALL THE
CORPORATIONS ARE ORGANIZED UNDER THE LAWS OF MASSACHUSETTS AND IF GENERAL LAWS,
CHAPTER 156.8 IS APPLICABLE TO THEM, THEN PARAGRAPH 3 MAY BE DELETED.)
*DELETE THE INAPPLICABLE WORDS. IN CASE THE PARENT CORPORATION IS ORGANIZED
TINDER THE LAWS OF A STATE OTHER THAN MASSACHUSETTS THESE ARTICLES ATE TO BE
SIGNED BY OFFICERS HAVING CORRESPONDING POWERS AND DUTIES.
<Page>
4. THAT AT A MEETING OF THE DIRECTIONS OF THE PARENT CORPORATION THE
FOLLOWING VOTE, PURSUANT TO SUBSECTION (a) OF GENERAL LAWS. CHAPTER 1568,
SECTION 82, WAS DULY ADOPTED:
MERGER OF CHASE A SONS, INC.
VOTED: TO MERGE CHASE & SONS, INC., A MASSACHUSETTS CORPORATION ALL OF THE
OUTSTANDING STOCK OF WHICH IS OWNED BY THIS CORPORATION, INTO THIS
CORPORATION PURSUANT TO SECTION 82 OF THE MASSACHUSETTS BUSINESS
CORPORATION LAW, SUCH MERGER TO BE EFFECTIVE ON AUGUST .31, 1988. THE
MERGER MAY BE ABANDONED BY THE BOARD OF DIRECTORS OF CHASE AT ANY TIME
PRIOR TO THE EFFECTIVENESS OF THE MERGER.
MERGER OF ROYSTON LABORATORIES, INC,
VOTED: TO MERGE ROYSTON LABORATORIES, INC., A PENNSYLVANIA CORPORATION ALL OF
THE OUTSTANDING STOCK OF WHICH IS OWNED BY THIS CORPORATION, INTO THIS
CORPORATION PURSUANT TO SECTION 82 OF THE MASSACHUSETTS BUSINESS
CORPORATION LAW AND SECTION 902.1 OF THE PENNSYLVANIA BUSINESS
CORPORATION LAW AND IN ACCORDANCE WITH THE PLAN OF MERGER PRESENTED TO
AND FILED WITH THE MINUTES OF THIS MEETING, SUCH MERGER TO BE EFFECTIVE
ON AUGUST 31, 1988. THE MERGER MAY BE ABANDONED BY THE BOARD OF DIRECTORS
OF CHASE AT ANY TIME PRIOR TO THE EFFECTIVENESS OF THE MERGER.
AUTHORIZATION OF OFFICERS
VOTED: TO AUTHORIZE EACH OF THE OFFICERS OF THIS COMPANY TO EXECUTE AND DELIVER
ALL SUCH DOCUMENTS TO DO ALL SUCH THINGS AS MAY IN HIS JUDGMENT BE
NECESSARY OR DESIRABLE TO CARRY OUT ANY OF THE FOREGOING VOTES.
(SEE ALSO CONTINUATION SHEET 4A)
NOTE: VOTES FOR WHICH THE SPACE PROVIDED ABOVE IS NOT SUFFICIENT SHOULD BE
SET OUT ON CONTINUATION SHEETS TO BE NUMBERED 2A. 2B.
ETC. CONTINUATION SHEETS MUST HAVE A LEFT-HAND MARTIN 1 INCH WIDE FOR
BINDING. ONLY ONE SIDE SHOULD BE USED.
<Page>
CONTINUATION SHEET 4A
PLAN OF MERGER
This Plan of Merger (the "Plan") provides for the merger of Royston
Laboratories, Inc. ("Royston"), a Pennsylvania corporation, into Chase
Corporation ("Chase"), a Massachusetts corporation. Royston is a wholly owned
subsidiary of Chase. The Plan is intended to comply with Section 902 of the
Pennsylvania Business Corporation Law.
1. TERMS AND CONDITIONS OF MERGER
Royston shall merge into CHASE AND CHASE SHALL be THE surviving corporation
without any change to Chase's (i) officers or directors, (ii) capitalization or
(iii) Articles of Organization or Bylaws. Upon the merger of Royston into Chase
the separate existence of Royston shall cease and Chase shall succeed to all of
the rights, privileges, powers and property and shall assume all of the
liabilities, obligations and penalties of Royston.
2. MODE OF EFFECTING MERGER
The merger shall be approved and this Plan adopted by resolution of the
Board of Directors of Chase pursuant to Section 902.1 of the Pennsylvania
Business Corporation Law and Section 82 of THE Massachusetts Business
Corporation Law. Upon such approval and adoption, Articles of Merger complying
with the applicable provisions of the laws of the commonwealths of Massachusetts
and Pennsylvania shall be duly executed by the appropriate officers of Chase and
Royston and shall be filed with the Secretary of State of the Commonwealth of
Massachusetts and the Department of State of the Commonwealth of Pennsylvania.
The merger shall be effective on August 31, 1988.
3. MANNER OF CONVERTING SHARES
The outstanding shares of Royston common stock held by Chase will not be
converted into nor exchanged for shares of Chase stock. These outstanding shares
will, instead, be cancelled.
4. FURTHER PROVISIONS; ABANDONMENT
The merger may be abandoned by the Board of Directors of Chase at any time
prior to the effectiveness of the merger.
<Page>
5. THE EFFECTIVE DATE OF THE MERGER AS SPECIFIED IN THE VOTE SET OUT UNDER
PARAGRAPH 4 IS AUGUST 31, 1988
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY WE HAVE HERETO SIGNED OUR
NAMES THIS 19TH DAY OF AUGUST, 1988
/s/ EDWARD L. CHASE PRESIDENT* ~
/s/ GEORGE M. HUGHES /s/ GEORGE M. HUGHES
-------------------- CLERK*
*DELETE THE INAPPLICABLE WORDS. IN CASE THE PARENT CORPORATION IS ORGANIZED
UNDER THE LAWS OF A STATE OTHER THAN MASSACHUSETTS THESE ARTICLES ARE TO B'
SIGNED BY OFFICERS H. VING CORRESPONDING POWERS AND DUTIES.
<Page>
KECEIVED 280382
AUG 31 1988 COMMONWEALTH OF MASSACHUSETTS SECRETAR*IBTHSETS OF MERGER OF PARENT
AND SUBSIDIARY CORPORATIONS
CORPORATION DIVISION (GENERAL LAWS, CHAPTER I56B, SECTION 82)
I HEREBY APPROVE THE WITHIN ARTICLES OF MERGE. OF PARENT AND SUBSIDIARY
CORPORATIONS AND, THE TILING FEE IN THE AMOUNT OF I; HAVING BEEN PAID, SAID
ARTICLES ARC DEEMED TO HAVE BEEN FILED WITH ME THIS 31ST. - DAY OF AUGUST 1988.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
SECRETARY OF STATE
[SEAL]
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF MERGER TO BE SENT
TO: ERIC J. PYENSON, ESQ.
PALMER & DODGE
ONE BEACON STREET
BOSTON 02108
TELEPHONE 617/53-0275 COPY MAILED