Free c156ds941950c11328.indd - Massachusetts

F FPC

The Commonwealth of Massachusetts
William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512

FORM MUST BE TYPED

(General Laws Chapter 156D, Section 9.41; 950 CMR 113.28)

Articles of Foreign Non-profit Domestication and Conversion

FORM MUST BE TYPED

(1) Exact name of the corporation in the jurisdiction of organization: ________________________________________________________________________________________________ (2) A corporate name that satisfies G.L. Chapter 156D, Section 4.01, if the name of the corporation is unavailable for use in the commonwealth, or the corporation desires to change its name: ________________________________________________________________________________________________

(3) Jurisdiction of incorporation: __________________________________________________________________________

(4) Date of incorporation in foreign jurisdiction:______________________________________________________________

(5) The foreign corporation ® is / ® is not * authorized to conduct business in the commonwealth.

(6) The domestication and conversion of the foreign corporation was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated.

(7) The following information is required to be included in the articles of organization pursuant to G.L. Chapter 156D, Section 2.02(a) or permitted to be included in the articles pursuant to G.L. Chapter 156D, Section 2.02(b):

The exact name of the corporation upon domestication and conversion is:

ARTICLE I

Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. Chapter 156D have the purpose of engaging in any lawful business. Please specify if you want a more limited purpose:**

ARTICLE II

*check appropriate box.

**Professional corporations governed by G.L. Chapter 156A must specify the professional activities of the corporation.

P.C.

c156ds941950c11328 01/13/05

State the total number of shares and par value, *** if any, of each class of stock that the corporation is authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it is not necessary to specify any particular designation. WITHOUT PAR VALUE TYPE NUMBER OF SHARES TYPE WITH PAR VALUE NUMBER OF SHARES PAR VALUE

ARTICLE III

Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and relative rights of that class or series. The articles may also limit the type or specify the minimum amount of consideration for which shares of any class or series may be issued. Please set forth the preferences, limitations and relative rights of each class or series and, if desired, the required type and minimum amount of consideration to be received.

ARTICLE IV

The restrictions, if any, imposed by the articles or organization upon the transfer of shares of any class or series of stock are:

ARTICLE V

Other lawful provisions, and if there are no such provisions, this article may be left blank.

ARTICLE VI

\
Note: The preceding six (6) articles are considered to be permanent and may be changed only by filing appropriate articles of amendment. ***G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto..

The effective date of organization of the corporation is the date and time the articles were received for filing if the articles are not rejected within the time prescribed by law. If a later effective date is desired, specify such date, which may not be later than the 90th day after the articles are received for filing:

ARTICLE VII

The information contained in this article is not a permanent part of the articles of organization. a. b. c. The street address of the initial registered office of the corporation in the commonwealth: The name of its initial registered agent at its registered office: The names and addresses of the individuals who will serve as the initial directors, president, treasurer and secretary of the corporation (an address need not be specified if the business address of the officer or director is the same as the principal office location):

ARTICLE VIII

President: Treasurer: Secretary: Director(s):
If a professional corporation, include a list of shareholders with residential addresses and attach certificates of the appropriate regulatory board.

d. e. f. g.

The fiscal year end of the corporation: A brief description of the type of business in which the corporation intends to engage: The street address of the principal office of the corporation: The street address where the records of the corporation required to be kept in the commonwealth are located is:

_________________________________________________________________________________________ , which is (number, street, city or town, state, zip code) ® its principal office; ® an office of its transfer agent; ® an office of its secretary/assistant secretary; ® its registered office. Signed by: ___________________________________________________________________________________________ , (signature of authorized individual) ® Chairman of the board of directors, ® President, ® Other officer, ® Court-appointed fiduciary,

on this _________________________ day of_________________________________________ , _____________________ . of

COMMONWEALTH OF MASSACHUSETTS
Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512

William Francis Galvin

(General Laws Chapter 156D, Section 9.41; 950 CMR 113.28)
I hereby certify that upon examination of these articles of domestication, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $______ having been paid, said articles are deemed to have been filed with me this _____________ day of _____________, 20______ , at _______a.m./p.m. time Effective date: _________________________________________________ (must be within 90 days of date submitted)

Articles of Foreign Non-profit Domestication and Conversion

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth Filing fee: Minimum $250
Examiner Name Approval C M

TO BE FILLED IN BY CORPORATION
Contact Information: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ Telephone: ___________________________________________________ Email: ______________________________________________________ Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.