Exhibit 3.5
FEDERAL IDENTIFICATION
NO.04-3117869
Examiner The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 15611, Section 74)
Name
Approved We, Kathleen M. Delaney, Vice President, and Mark D. Director,
Assistant Clerk.
of AFFORDABLE INTERIOR SYSTEMS, INC.
(Exact name of corporation)
located at 4 Bonazzoli Avenue, Hudson, MA 01749
(Street address of corporation Massachusetts)
do hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on September 25,19 98 bv a vote of the
directors/or:
100 shares of Common Stock Of 100 shares outstanding,
(type, class & series, if any)
shares of of shares outstanding, and
(type, class & series, if any)
shares of of shares outstanding,
(type, class & series, if any)
"being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
ARTICLE I
The name of the corporation is:
Affordable Interior Systems, Inc.
ARTICLE 11
The purpose of the corporation is to engage in the following business
activities:
A. To act as liquidators, brokers, remanufacturers, sellers and resellers of
new and used furniture of all types and descriptions.
B. To carry on any business or other activity which may be lawfully carried on
by a Corporation organized under the laws of the Business Corporation Law
of the Commonwealth of Massachusetts, whether or not related to those
referred to in the preceding paragraph.
*Delete the inapplicable words. "Delete the inapplicable clause.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate .8 112 x 11 sheets
of paper with a left margin of at least I inch. Additions to more than one
article may be made on a P.C. single sheet so long as each article
requiring each addition is clearly indicated
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:
WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PARVALUE
Common: 1,000 Common:
Preferred: 0 Preferred:
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
None
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
The existence of the Corporation shall be perpetual.
**If there are no provisions state "None".
Note: The preceding Ax (6) articles are considered to be permanent and may ONLY
be changed byfiling appropriate Articles of Amendment
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. October 1, 1998
ARTICLE VHI
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: 4 Bonazzoli Avenue, Hudson,
MA 01749
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: Arthur Maxwell 96 Peakham Road 4 Bonazzoli Avenue
Sudbury, MA 01776 Hudson, MA 01749
Treasurer: Arthur Maxwell 96 Peakham Road 4 Bonazzoli Avenue
Sudbury, MA 01776 Hudson, MA 01749
Clerk: Cara Flynn 96 Peakham Road 4 Bonazzoli Avenue
Sudbury, MA 01776 Hudson, MA 01749
Directors: See 1 in Addendum
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of April
d. The name and business address of the resident agent, if any, of the
corporation is: C T Corporation System
2 Oliver Street, Boston, MA 02109
**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:
SIGNED UNDER THE PENALTIES OF PERJURY, this 25th day of September, 1998
/s/ Kathleen M. Delaney
By: Kathleen M. Delaney, Vice President
/s/ Mark D. Director
By: Mark D. Director, Assistant Clerk
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
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
C T CORPORATION SYSTEM
2 Oliver Street
Boston, Massachusetts 02109
Telephone: (617) 482-4420
Addendum
Name: Mark D. Director
Residential address: 10101 Greyhorse Court, Potomac, MD 20854
Post Office address: 1025 Thomas Jefferson St., NW Ste. 600 East,
Washington, DC 20007
Name: Donald H. Platt
Residential address: 15606 Blackberry Drive, North Potomac, MD 20878
Post Office address: 1025 Thomas Jefferson St., NW, Ste. 600 East,
Washington, DC 20007
Name: Arthur Maxwell
Residential address: 96 Peakham Road, Sudbury, MA 01776
Post Office address: 4 Bonazzoli Avenue, Hudson, MA 01749