EX-3.18 17 tm2328288d3_ex3-18.htm EXHIBIT 3.18

 

Exhibit 3.18

 

The Commonwealth of Massachusetts

PAUL GUZZI

Secretary of the Commonwealth

STATE HOUSE

BOSTON, MASS. 02133

 

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

 

NAME POST OFFICE ADDRESS

 

Include given name in full in case of natural persons; in case of a corporation, give state of incorporation.

 

PAUL F. LAVALLEE 250 Millham Street, Marlborough, Mass.01752

 

The above–named incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):

 

1.The name by which the corporation shall be known is:

 

Northeast Poly Bag Co., Inc.

 

2.The purposes for which the corporation is formed are as follows:

 

To manufacture, distribute and market all types of paper, paper products, all types of packaging products and all forms and types of plastic and plastic products including but in no way limited to plastic film, bags, and containers of every nature and description;

 

To carry on a general manufacturing and distributing business including the acquiring, preparing, forming, processing and converting of all types of raw materials into finished products and making such arrangements and agreements as may be deemed convenient for the distribution, marketing and sale of its products;

 

To purchase, construct, renovate, lease, rent, mortgage, pledge, own, hold and deal in any and all types of real and personal property;

 

To research and develop any and all types of machinery, equipment and products and to apply for and hold and own patents and trademarks on any products it may desire and in furtherance of its broad general business purposes to carry on any business or other activity which may lawfully be carried on by a corporation organized under the Business Corporation Law of the Commonwealth of Massachusetts as from time to time amended whether or not related in any way to the purposes referred to in the foregoing paragraphs.

 

NOTE: If provisions for which the space provided under Articles 2, 4, 5 and 6 is not sufficient, additions should be set out on continuation sheets to be numbered 2A, 2B, etc. Indicate under each Article where the provision is set out. Continuation sheets shall be on 8 ½” x 11” paper and must have a left-hand margin .1 inch wide for binding. Only one side .should be used.

 

 

 

 

3.The total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows:

 

    WITHOUT PAR VALUE     WITH PAR VALUE  
CLASS OF STOCK     NUMBER OF SHARES     NUMBER OF SHARES     PAR
VALUE
      AMOUNT  
Preferred                       $  
                             
Common     12,500                      

 

*4.If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established: NONE

 

*5.The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

 

Any stockholder, including the heirs, assings, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him or them, shall first offer it to the corporation through the Board of Directors, in the manner following:

 

He shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain the price at which he is willing to sell or transfer and the name of one (1) arbitrator. The directors shall within thirty days thereafter either accept the offer, or by notice to him in writing name a second arbitrator, and these two shall name a third. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator.

 

After the acceptance of the offer, or the report of the arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right so to purchase, the owner of the stock shall be at liberty to dispose of the same in any manner he may see fit.

 

No shares of stock shall be sold or transferred on the books of the corporation until these provisions have been complied with, but the Board of Directors may in any particular instance waive the requirement.

 

*6.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: NONE

 

*If there are no provisions state “None”.

 

 

 

 

7.By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

 

8.The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date, (not more than 30 days after date of filing.)

 

9.The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation,

 

a.The post office address of the initial principal office of the corporation in Massachusetts is:

 

420 Northboro Road, Marlborough, Massachusetts, 01752

 

b.The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

 

    NAME   RESIDENCE   POST OFFICE ADDRESS
             
President:   Paul F. Lavallee   250 Millham St. Marlborough, Mass. 01752   Same
             
Treasurer:   Paul F. Lavallee   250 Millham St. Marlborough, Mass. 01752   Same
             
Clerk:   Paul F. Lavallee   250 Millham St. Marlborough, Mass. 01752   Same
             
Directors:   Paul F. Lavallee   250 Millham St., Marlborough, Mass. 01752   Same
    Jacqueline A. Lavallee   250 Millham Street, Marlborough, Mass. 01752   Same
    Douglas Deschene   94 B Follett St. So. Grafton, Mass.   Same

 

c.The date initially adopted on which the corporation’s fiscal year ends is:

 

April 30

 

d.The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

 

Fourth Monday in May

 

e.The name and business address of the resident agent, if any, of the corporation is:

 

IN WITNESS WHEREOF and under the penalties of perjury the above-named INCORPORATOR(S) sign(s) these Articles of Organization this Eleventh (11th)         day of         May 1976

 

  /s/ Paul F. Lavallee
  Paul F. Lavallee
   
   

The signature of each Incorporator which is not a natural person must be by an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

 

 

 

  

THE COMMONWEALTH OF MASSACHUSETTS

 

ARTICLES OF ORGANIZATION

GENERAL LAWS, CHAPTER 156B, SECTION 12

 

I hereby certify that, upon an examination of the within-written articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $125.00 having been paid, said articles are deemed to have been filed with me this 14th day of May 1976.

 

Effective date /s/ Paul Guzzi
   
  PAUL GUZZI
  Secretary of the Commonwealth

 

TO BE FILLED IN BY CORPORATION

PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT

 

TO:

WILLIAMS & WILLIAMS
BOX 646
MARLBOROUGH, MASS. 01752

 

Telephone 455-434

 

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 $125. General Laws, Chapter 156B. Shares of stock with a par value of less than one dollar shall be deemed to have par value of one dollar per share.

 

Copy Mailed

 

 

 

 

  Federal Identification
  No. 012590187

 

 

 

THE COMMONWEALTH OF MASSACHUSETTS

MICHAEL JOSEPH CONNOLLY

 

Secretary of the Commonwealth

 

STATE HOUSE, BOSTON, MASS.

 

ARTICLES OF AMENDMENT

 

General Laws, Chapter 156B, Section 72

 

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

-----------------

We, Paul F. Lavallee President/[ILLEGIBLE] and
   
Paul F. Lavallee , Clerk/[ILLEGIBLE] of

 

NORTHEAST POLY BAG CO., INC.
(Name of Corporation)
   
located at 420 Northboro Road, Marlboro, MA 01752
do hereby certify that the following amendment to the articles of organization of the corporation was duty adopted at a meeting held on October 24, 1979, by vote of
   
9000 shares of no par value common out of 9000 shares outstanding.
    (Class of Stock)      
  shares of     out of   shares outstanding, and
    (Class of Stock)      
  shares of     out of     shares outstanding,
    (Class of Stock)      
             

CROSS OUT

INAPPLICABLE

CLAUSE

being at least [ILLEGIBLE] Two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereby:- it was

 

VOTED:That the Clerk prepare and file an amendment to the Articles of Organization with the office of the Massachusetts Secretary of State as follows:

 

A.That Article 3 of the Articles of Organization of Northeast Poly Bag Co., Inc. be amended to read as follows:

 

(see continuation sheet)

 

1 For amendments adopted pursuant to Chapter 156B, Section 70.

 

2 For amendments adopted pursuant to Chapter 156B, Section 71.

 

NOTE:Amendments for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be on 81/2” wide x 11” high paper and must have a left hand margin 1 inch wide for binding. Only one side should be used.

 

 

 

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:

 

The total amount of capital stock already authorized is   shares preferred } with par value
    shares common
    shares preferred } without par value
  12,500 shares common
     
       
The amount of additional capital stock authorized is   shares preferred } with par value
    shares common
    shares preferred } without par value
  12,500 shares common
    5,000 shares common non-voting without par value

 

 

 

 

CONTINUATION SHEET

 

3.The total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows:

 

   Without Par Value 
Class of Stock  Number of Shares 
     
Common   25,000 
      
Common Non-Voting   5,000 

 

B.That Article 4 of the Articles of Organization of Northeast Poly Bag Co., Inc. be amended to read as follows:

 

4.       All of the voting power of the corporation shall be vested solely in the holders of the Common Stock, and the holders of the Common Non-Voting Stock shall have no voting power. No other preference, qualification, special or [ILLEGIBLE] rights or privileges shall attach to the two classes of stock.

 

 

 

 

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event (he amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 24th day of October                , in the year 1979.

 

/s/ Paul F. Lavallee President/[ILLEGIBLE]
Paul F. Lavallee  
   
/s/ Paul F. Lavallee Clerk/[ILLEGIBLE]
Paul F. Lavallee  

 

 

 

 

SECRETARY OF THE

COMMONWEALTH

979 OCT 30 PH 3:27

CORPORATION DIVISION

 

THE COMMONWEALTH OF MASSACHUSETTS

 

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

 

I hereby approve the within articles of amendment and ; the filing fee in the amount of $175.00 having been paid, said articles are deemed to have been filed with me this 2nd day of [ILLEGIBLE], 1979.

 

/s/ Michael Joseph Connolly

 

MICHAEL JOSEPH CONNOLLY

 

Secretary of the Commonwealth

State House, Boston, Mass.

 

TO BE FILLED IN BY CORPORATION

PHOTO COPY OF AMENDMENT TO BE SENT

 

TO:

 

GADBOIS, TOONE & BERGERON, [ILLEGIBLE]

ATTORNEY-AT-LAW

27 BROAD STREET

MARLGORO, MA 01752

 

Copy Mailed Nov 9 1979

 

 

 

 

The Commonwealth of Massachusetts

 

JOHN F. X. DAVOREN

 

Secretary of the Commonwealth

 

STATE HOUSE, BOSTON, MASS.

 

ARTICLES OF AMENDMENT

 

General Laws, Chapter 156B, Section 72

 

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 1 14. Make check payable to the Commonwealth of Massachusetts.

-----------------

We, Paul F. Lavallee , President/[ILLEGIBLE] and
   
Paul F. Lavallee , Clerk/[ILLEGIBLE] of

 

NORTHEAST POLY BAG CO., INC.
(Name of Corporation)
   
Located at 420 Northboro Road, Marlboro, MA 01752

do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on October 24, 1979, by vote of

 

9000 shares of no par value common out of 9000 standing outstanding,
    (Class of Stock)      
  shares of   out of   standing outstanding, and
    (Class of Stock)      
  shares of   out of   standing outstanding,
    (Class of Stock)      
             

 

CROSS OUT

INAPPLICABLE

CLAUSE

being at least [ILLEGIBLE] two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereby:-2 it was

 

VOTED:That the Clerk prepare and file an amendment to the Articles of Organization with the office of the Massachusetts Secretary of State as follows:

 

A.That Article 3 of the Articles of Organization of Northeast Poly Bag Co., Inc. be amended to read as follows:

 

(see continuation sheet)

 

1 For amendments adopted pursuant to Chapter 156B, Section 70.

 

2 For amendments adopted pursuant to Chapter 156B, Section 71.

 

NOTE:Amendments for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be on 8½” wide x 11” high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used.

 

 

 

 

 

CONTINUATION SHEET

 

3.The total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows:

 

Class of Stock  Without Par Value
Number of Shares
 
Common   25,000 
Common Non–Voting   5,000 

 

B.That Article 4 of the Articles of Organization of Northeast Poly Bag Co., Inc. be amended to read as follows:

 

4.       All of the voting power of the corporation shall be vested solely in the holders of the Common Stock, and the holders of the Common Non-Voting Stock shall have no voting power. No other preference, qualification, special or relative rights or privileges shall attach to the two classes of stock.

 

 

 

 

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING.

 

The total Amount of capital stock already authorized is   shares preferred  with par value
    shares common
    shares preferred  without par value
  12,500 shares common
         
The amount of additional capital stock authorized is   shares preferred  with par value
    shares common
    shares preferred  without par value
  12,500 shares common
    5,000 shares common non-voting without par value

 

 

 

 

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 24th day of October, in the year 1979.

 

  President/[ILLEGIBLE]
Paul F. Lavallee  
  Clerk/[ILLEGIBLE]
Paul F. Lavallee  

 

 

 

 

THE COMMONWEALTH OF MASSACHUSETTS

 

ARTICLES OF AMENDMENT

 

(General Laws, Chapter. 156B, Section 72)

 

I hereby approve the within articles of amendment 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                   .

 

  /s/ JOHN F. X. DAVOREN

 

JOHN F. X. DAVOREN

Secretary of the Commonwealth

State House, Boston, Mass.

 

TO BE FILLED IN BY CORPORATION

PHOTO COPY OF AMENDMENT TO BE SENT

 

TO:

 

 
 
 

 

Copy Mailed

 

 

 

 

The Commonwealth of Massachusetts

 

  FEDERAL IDENTIFICATION
   
  NO.    

 

Secretary of the Commonwealth

State House, Boston, Mass. 02133

 

CERTIFICATE OF CHANGE OF DIRECTORS OR OFFICERS

OF DOMESTIC BUSINESS CORPORATIONS

 

General Laws, Chapter 156B, Section 53

 

   
I, James Spertner, Clerk or Assistant Clerk of the
    Northeast Poly Bag Co., Inc.
    (Name of Corporation)
located at   420 Northboro Road, Marlboro, MA 01752
    (Business Address of Corporation: Number and Street. City or Town)
       

hereby certify in compliance with the provisions of law, that a change in the officers of said corporation has been made, and that the names of the present officers are as follows:

 

        Address    
        Give Number and Street   Expiration of
Title   Name   of Domicile   Term of Office
President   Paul F. Lavallee   250 Milham St., Marlboro, MA    
Treasurer   Paul F. Lavallee   250 Milham St., Marlboro, MA    
Clerk   James Spertner   60 Graylynn Rd., Newton, MA    
Directors   Paul F. Lavallee   250 Milham St., Marlboro, MA    
    Douglas Deschene   94B Follett St., So. Grafton, MA    
    Thendore Pasquarello   10 Tamarock Ter. Stoneham, MA    
    James Spertner   60 Graylynn Rd., Newton, MA    
             
             
             

 

SUBSCRIBED THIS           26th          day of         October         ,     1979     . UNDER THE PENALITIES OF PERJURY.

 

    Clerk or
SIGNATURE   [ILLEGIBLE]

 

 

 

 

The Commonwealth of Massachusetts

MICHAEL JOSEPH CONNOLLY

 

Secretary of the Commonwealth FEDERAL IDENTIFICATION
State House, Boston, Mass.  
  NO.  

 

CERTIFICATE OF CHANGE OF PRINCIPAL OFFICE

 

General Laws, Chapter 156B, Section 14

 

    Clerk [ILLEGIBLE]
I, James Spertner [ILLEGIBLE] of
Northeast Poly Bag Co., Inc.
(Name of Corporation)
 
having its principal office at Marlboro, MA. 01752
(Post Office Address)
 
       
420 Northboro Rd., Marlboro, Massachusetts 01752
(Number and Street, City or Town)
 
do hereby certify that pursuant to General Laws, Chapter 156B, Section 14, the directors of said corporation have changed the principal office of the corporation to
 
  Hudson, Massachusetts
(Post Office Address)
       
34 Tower Street, Hudson, Massachusetts 01749
(Number and Street, City or Town)
           

 

SUBSCRIBED THIS       26th      day of             October,                1979, UNDER THE PENALTIES OF PERJURY.

 

    Clerk [ILLEGIBLE]
SIGNATURE ,    [ILLEGIBLE]

  

 

 

 

 

The Commonwealth of Massachusetts

 

MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
Secretary of State
State House, Boston, Mass. 02133 No. 04-2590187

 

CERTIFICATE OF CHANGE OF DIRECTORS OR OFFICERS

OF DOMESTIC BUSINESS CORPORATIONS

 

General Laws, Chapter 156B, Section 53

 

    Clerk [ILLEGIBLE]
I, Steven R. Graham [ILLEGIBLE] of the
 
NORTHEAST POLY BAG CO., INC.
(Name of Corporation)
located at 34 Tower Street, Hudson, Massachusetts 01749
  (Business Address of Corporation: Number and Street, City or Town)
       

hereby certify in compliance with the provisions of law, that a change in the officers of said corporation has been made, and that the names of the present officers are as follows:

 

        Address    
        Give Number and Street   Expiration of
Title   Name   of Domicile   Term of Office
President   Paul F. Lavallee   368 Whitney, Street   Until the next
        Northboro, MA 01532   annual meeting
Treasurer   Paul F. Lavallee   same as above   of directors
Clerk   Steven R. Graham   47 Jackson Drive   and /or
        Acton, MA 01720   stockholders
Directors   Paul F. Lavallee   Same as above   or until their
    Jacqueline A. Lavallee   368 Whitney Street   successors are
        Northboro, MA 01532  
    Douglas S. Decshene   94B Follett Street   duly elected and
        So. Grafton, MA 01519   Qualified.

 

SUBSCRIBED THIS         14TH day of            October         ,         1981         , UNDER THE PENALTIES OF PERJURY.

 

    Clerk [ILLEGIBLE]
SIGNATURE /s/ Steven R. Graham, [ILLEGIBLE]

 

 

 

 

This ANNUAL REPORT must be filled with thirty days after the date of the corporation’s annual meeting as fixed in its by laws. (Chapter 156B, Section 109, as amended by Chapter 238 of the Acts of 1981)

 

INCOMPLETE FORMS CANNOT BE ACCEPTED. THEY WILL BE RETURNED TO SENDER FOR COMPLETION.

 

  

The Commonwealth of Massachusetts MASSACHUSETTS
  CORPORATION
Office of the Secretary of State ANNUAL REPORT
One Ashburton Place, Boston, MA 02108  
Michael Joseph Connolly, Secretary  

 

I, the undersigned Paul F. Lavallee being the President of the corporation named below, in compliance with the General Laws, Chapter 156B, hereby certify that:

 

1. The exact name of the corporation is  Northeast Poly Bag Co., Inc.               

2. Federal Identification No.  04–2590187

3. The location of its principal office in Massachusetts is  34 Tower Street, Hudson, MA 01749

 

     
  If the corporation is organized to do business wholly outside Massachusetts, give the location of its principal office outside Massachusetts.
  Note:
           
           
           
           

 

4. The name and address of its resident agent, if any, is   See above
     

5. The date of the end of its last fiscal year was April 30, 1982
    (Month) (Day) (Year)
6. The capital stock of each class as of the end of its last fiscal year was as follows:

 

CLASS OF STOCK Par Value   Total Authorized   Total Issued and Outstanding
  Per Share        
  If no par,          
  so state   Number of Shares Total Par Value   Number of Shares
PREFERRED none   none none   none
        (no par    
COMMON no par   5,000 = 25,000 (non-voting no par value   (1,800 – 14,400

 

7.The names and addresses of the officers specified below and of all the directors of the corporation, and the date at which the term of office of each expires, are as follows:

 

Name      
of   Home Address Expiration of
Office Name City or Town, Number, Street Term of Office
President Paul F. Lavallee 368 Whitney Street Until the next
Northboro, MA 01532 annual meeting
Treasurer Paul F. Lavallee Same as above of directors
Clerk Steven R. Graham 411 Mass. Ave., Acton, and/or
  MA 01720 stockholders
      or until their
Directors Paul F. Lavallee 368 Whitney Street successors are
  Jacqueline A. Lavallee Northboro, MA 01532 duly elected and
  Douglas S. Deschene 94B Follett Street qualified.
    So. Grafton, MA 01519  

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY I HERETO SIGN BY NAME

this                         30th                                 day of              November                     ,          1982

 

  Signature  
  Title: President

 

THIS REPORT MUST BE SIGNED BY AN OFFICER OF THE CORPORATION

 

 

 

 

FEDERAL IDENTIFICATION

NO. 04–2590187

 

The Commonwealth of Massachusetts

 

MICHAEL JOSEPH CONNOLLY

 

Secretary of State

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

 

ARTICLES OF AMENDMENT

 

General Laws, Chapter 156B, Section 72

 

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

 

 

We, Paul F. Lavallee ,President/[ILLEGIBLE], and
  Steven R. Graham ,Clerk [ILLEGIBLE] of

 

Name Approved

 

NORTHEAST POLY BAG CO., INC.
(Name of Corporation)
   
located at 34 Tower Street, Hudson, Massachusetts 01749
do hereby certify that the following amendment to the articles of organization of the corporation was duly
adopted at a meeting held on           January 13           , 1987        , by vote of
 
7200 shares of no par value common out of 7200 shares outstanding,
    (Class of Stock)      
  shares of   out of   shares outstanding, and
    (Class of Stock)      
  shares of   out of   shares outstanding,
    (Class of Stock)      
                 

 

being at least [ILLEGIBLE] 1

CROSS OUT

INAPPLICABLE

CLAUSE

two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereby:- 2

 

VOTED:           That the Clerk prepare and file an amendment to the Articles of Organization with the office of the Massachusetts Secretary of State as follows:

 

A.That Article 3 of the Articles of Organization of Northeast Poly Bag Co., Inc. be amended to read as follows:

 

(see continuation sheet)

 

1 For amendments adopted pursuant to Chapter 156B, Section 70.

 

2 For amendments adopted pursuant to Chapter 156B, Section 71.

 

NOTE: If the space provided under any Amendment 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 for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

 

 

 

 

CONTINUATION SHEET

 

3.The total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows:

 

Class of Stock 

Without Par Value

Number of Shares

 
Common   25,000 
Common Non-Voting   5,000 

 

B.            That Article 4 of the Articles of Organization of Northeast Poly Bag Co., Inc. be amended to read as follows:

 

4.       All of the voting power of the corporation shall be vested solely in the holders of the Common Stock, and the holders of the Common Non-Voting Stock shall have no voting power. No other preference, qualification, special or relative rights or privileges shall attach to the two classes of stock.

 

 

 

 

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:      
    shares preferred    
    shares common   with par value
    shares preferred    
The total amount of capital stock already authorized is 12,500 shares common   without par value
         
         
    shares preferred    
    shares common   with par value
The amount of additional capital stock authorized is   shares preferred    
  12,5000 shares common   without par value
  5,000 shares common non-voting without par value

 

 

 

 

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 29th day of January, in the year 1987.

 

/s/ Paul F. Lavallee   President / [ILLEGIBLE]
Paul F Lavallee
 
/s/ Steven R. Graham   Clerk / [ILLEGIBLE]
Steven R. Graham

 

 

 

 

THE COMMONWEALTH OF MASSACHUSETTS

 

ARTICLES OF AMENDMENT

 

(General Laws, Chapter 156B, Section 72)

 

I hereby approve the within articles of amendment 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       .

 

MICHAEL JOSEPH CONNOLLY

Secretary of State

 

TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT

 

TO:    Tammy L. Tollefson, Paralegal
  SCHEIER, SCHEIER & GRAHAM, P.C.
  411 Massachusetts Avenue
  Acton, Massachusetts 01720
  Telephone (617) 263–9561
  Copy Mailed

 

 

 

 

 

The Commonwealth of Massarhusetts 

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

FEDERAL IDENTIFICATION

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04–2590187

 

ARTICLES OF AMENDMENT

 

General Laws, Chapter 156B, Section 72

 

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

 

 

 

We, Paul F. Lavallee President/and
Steven R. Graham Clerk/ [ILLEGIBLE] of

 

NORTHEAST POLY BAG CO., INC.

(Name of Corporation)

 

located at 34, Tower Street , Hudson, Massachusetts 01749. do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on February 23 , 1989 , by vote of

 

25,000 shares of common out of 25,000 shares outstanding,
    (Class of Stock)      
  shares of   out of    shares outstanding, and
    (Class of Stock)      
  shares of   out of   shares outstanding,
    (Class of Stock)      

 

being at least a majority of each class outstanding and entitled to vote thereon:-1

 

CROSS OUT [ILLEGIBLE]
INAPPLICABLE [ILLEGIBLE]
CLAUSE [ILLEGIBLE]

 

1For amendments adopted pursuant to Chapter 156B, Section 70.

 

2For amendments adopted pursuant to Chapter 156B, Section 71.

 

Note: If the space provided under any Amendment 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 for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

 

 

 

 

Continuation Sheet 1.

 

A.Article 3 of Articles of Organization of Northeast Poly Bag Co., Inc. be amended to read as follows:

 

That the total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows:

 

Class of Stock Without Par Value
Number of Shares
Common 375,000
Common Non-Voting 5,000

 

B. That Article 4 of the Articles of Organization of Northeast Poly Bag shall be amended to provide as follows:

 

1.All of the voting power of the corporation shall be vested solely in the holders of the common stock, and the holders of the common non–voting stock shall have no voting power. No other preference, qualification, special or relative rights or privileges shall attach to the two (2) classes of stock; and

 

2.At the time this amendment becomes effective, without any further action on the part of the Corporation or its Stockholders, each share of common (voting) shares without par value then issued and outstanding shall be changed and reclassified into fifteen (15) fully paid and nonassessable shares of common (voting) shares, without par value. The capital account of the Corporation shall not be increased or decreased by such change and reclassification. To reflect the said change and reclassification, each certificate representing shares of common (voting) stock without par value theretofore issued and outstanding shall represent fifteen (15) times the number of shares of common (voting) stock without par value issued and outstanding after such change and reclassification; and the holder of record of each such certificate shall be entitled to receive a new certificate representing a number of shares of common (voting) stock without par value of the kind authorized by this amendment, equal to fifteen (15) times the number of shares represented by said certificate for theretofore issued and outstanding shares, so that upon this amendment becoming effective each holder of record of a certificate representing theretofore issued and outstanding common (voting) stock of the Corporation will have or be entitled to certificates representing in the aggregate fifteen (15) See attached Continuation Sheets 1 and 2. incorporated herein by reference.

 

February 23, 1989

 

 

 

 

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 24th day of February, in the year 1989

 

/s/ Paul F. Lavelle President / [ILLEGIBLE]
Paul F. Lavelle  
/s/ Steven R. Graham Clerk / [ILLEGIBLE]
Steven R. Graham

 

 

 

 

RECEIVED
MAR 22 1989
 
CORPORATION DIVISION
SECRETARY’S OFFICE

 

THE COMMONWEALTH OF MASSACHUSETTS

 

ARTICLES OF AMENDMENT

 

(General Laws, Chapter 156B, Section 72)

 

I hereby approve the within articles of amendment : and, the filing- fee in the amount of $ 350,00 having been paid, said articles are deemed to have been filed with me this 22nd day of .March ,1989.

 

  /s/ Michael Joseph Connolly
   
  MICHAEL JOSEPH CONNOLLY
  Secretary of State

 

TO BE FILLED IN BY CORPORATION
 
PHOTO COPY OF AMENDMENT TO BE SENT
 
TO: Lynne A. Davidson, Paralegal
Scheier, Scheier, Graham & Harsip, P. C. 360 Massachusetts Avenue
P. O. Box 288
Acton, MA 01720
Telephone (508) 263–9561

 

Copy Mailed

 

 

 

 

The Commonwealth of Massarhusetts

 

MICHAEL JOSEPH CONNOLLY

Secretary of State

 

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

Room 1716

 

FEDERAL IDENTIFICATIO
NO.  04-2590187

 

CERTIFICATE OF CHANGE OF PRINCIPAL OFFICE

 

General Laws, Chapter 156B, Section 14

 

I,    Steven R. Graham Clerk [ILLEGIBLE] of
NORTHEAST POLY BAG CO., INC.
(Name of Corporation)
having its principal office at 34 Tower Street, Hudson, Massachusetts 01749
(Post Office Address)
       
 
(Number and Street, City or Town)
 
do hereby certify that pursuant to General Laws, Chapter 156B, Section 14, the directors of said corp oration have changed the principal office of the corporation to
 
Two Northeast Boulevard, P.O. Box 1460, Sterling, Massachusetts 01564
(Post Office Address)
       
 
(Number and Street, City or Town)

 

SUBSCRIBED THIS 20th day of February 1990, UNDER PENALTIES OF PERJURY.

 

  SIGNATURE /s/ Steven R. Graham Clerk/ [ILLEGIBLE]
  Steven R. Graham

 

 

 

 

  Scheier, Scheier, Graham & Harsip, P.C.  
  ATTORNEYS AT LAW  
STEVEN R. GRAHAM 360 MASSACHUSETTS AVENUE OF COUNSEL
MARK L. SCHEIER P.O. BOX 288 HENRY SCHEIER*
REBECCA J. SCHEIER ACTON, MASSACHUSETTS 01720 KATHLEEN A. VORCE
     
BARRY S. HARSIP (508) 263-9561 *ADMITTED MA.,
                     FL., & N.Y.
MICHAEL E. KATIN                      
SUSAN S. KATZ   FAX (508) 263-3298
     
  March 8, 1990  

 

Secretary of the Commonwealth

Commonwealth of Massachusetts

Corporate Division

One Ashburton Place

Boston, Massachusetts 02109

 

Re:     NORTHEAST POLY BAG CO., INC.

 

Dear Sir:

 

I am enclosing herewith for filing the Certificate of Change of Directors or Officers of Domestic Business Corporations relative to the above corporation.

 

Should you have any questions or problems with the enclosed, please feel free to contact me.

 

  Very truly yours,
   
  GRAHAM & HARSIP, P.C.
   
  Lynne A. Davidson
   
  Paralegal

 

LAD

 

Enclosure

 

cc: Client

 

 

 

 

The Commonwealth of Massurhusetts

MICHAEL JOSEPH CONNOLLYFEDERAL IDENTIFICATION
Secretary of State
State House, Boston, Mass. 02133NO. 04-2590187

 

CERTIFICATE OF CHANGE OF DIRECTORS OR OFFICERS

OF DOMESTIC BUSINESS CORPORATIONS

 

General Laws, Chapter 156B, Section 53

 

     
    Clerk or
I, Steven R. Graham [ILLEGIBLE] of the
Northeast Poly Bag Co., Inc.
(Name of Corporation)
located at 2 Northeast Boulevard, P.O. Box 1460, Sterling, MA 01564
(Business Address of Corporation : Number and Street, City and Town)
       

hereby certify in compliance with the provisions of law, that a change in the officers of said corporation has been made, and that the names of the present officers are as follows:

 

        Address    
        Give Number and Street   Expiration of
Title   Name   of Domicile   Term of Office
             
President   Paul F. Lavallee   368 Whitney Street
Northboro, MA 01532
  Until their
            successors
Treasurer   Paul F. Lavallee   368 Whitney Street
Northboro, MA 01532
  are duly
            elected and
Clerk   Steven R. Graham   47 Jackson Drive
Acton, MA 01720
  qualitied.
             
Directors   Paul F. Lavallee   368 Whitney Street
Northboro, MA 01532
   
             
    Jacqueline A. Lavallee   368 Whitney Street
Northboro. MA 01532
   
             
    Edward J. Eckland   44 Edgewood Road
Shrewsbury, MA 01545
   

 

SUBSCRIBED THIS 8th  day of March , 1990 , UNDER THE PENALTIES OF PERJURY.

 

  SIGNATURE /s/ Steven R. Graham Clerk or [ILLEGIBLE]
  Steven R. Graham

 

 

 

 

 

 

The Commonwealth of Massarhusetts

 

  MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
  Secretary of State NO. 04–2590187
  State House, Boston, Mass. 02133  

 

CERTIFICATE OF CHANGE OF DIRECTORS OR OFFICERS

OF DOMESTIC BUSINESS CORPORATIONS

 

General Laws, Chapter 156B, Section 53

 

    Clerk or
I,   Steven R. Graham ,  [ILLEGIBLE] of the
     
NORTHEAST POLY BAG CO., INC.
(Name of Corporation)
 
located at 2 Northeast Boulevard, Sterling, MA 01564    
(Business Address of Corporation: Number and Street, City or Town)

 

hereby certify in compliance with the provisions of law, that a change in the officers of said corporation has been made, and that the names of the present officers arc as follows:

 

    Address  
    Give Number and Street Expiration of
Title Name of Domicile Term of Office
    368 Whitney .Street  
President Paul F. Lavallee Northboro, MA 01532 Until a
    368 Whitney Street successor is duly
Treasurer Paul F. Lavallee Northboro, MA 01532
Clerk Steven R. Graham 47 Jackson Drive elected and
Acton, MA 01720  
Directors Paul F. Lavallee 368 Whitney Street qualified.
Northboro, MA 01532  
  Jacqueline A. Lavallee 368 Whitney Street  
  Northboro/MA 01532  
  Edward J. Eckland 44 Edgewood Road  
  Shrewbury, MA 01545  
  Dawn M. Lavallee 12 Saxon Lane  
  Shrewsbury, MA 01545  
  Ladd M. Lavallee 10 Ridgefield Circle #210A  
  Clinton, MA 01510  

 

SUBSCRIBED THIS 28th day of February, 1996, UNDER THE PENALTIES OF PERJURY.

 

    Clerk [ILLEGIBLE]
[ILLEGIBLE] /s/ [ILLEGIBLE] [ILLEGIBLE]
[ILLEGIBLE]

 

 

 

 

  FEDERAL IDENTIFICATION
  NO. 04–2590187

 

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

 

CERTIFICATE OF CHANGE OF DIRECTORS OR OFFICERS

OF DOMESTIC BUSINESS CORPORATIONS

(General Laws, Chapter 156B, Section 53)

 

I, Steven R. Graham ,Clerk / [ILLEGIBLE]

 

of NORTHEAST Poly Bag Co., Inc.
(Exact name of corporation)

 

having a principal office at Two Northeast Boulevard, P.O. Box 1460, Sterling, MA 01564
  (Street address of corporation in Massachusetts)

 

certify that pursuant to General Laws, Chapter 156B, Section 53, a change in the directors and/or the president, treasurer and/ or clerk of said corporation has been made and that the name, residential address, and expiration of term of the president, treasurer, clerk and each director are as follows:

 

NAME RESIDENTIAL ADDRESS   EXPIRATION OF TERM OF OFFICE
President: Paul F. Lavallee 368 Whitney Street, Northboro, MA 01532   Until the next
Executive V.P.: Dawn L. Seiple 12 Saxon Lane, Shrewsbury, MA 01545   annual meeting or
Treasurer: Paul F. Lavallee Same as Above   until their
      successors are
Clerk: Steven R. Graham 251 Central Street, Concord, MA 01742   duly elected and
V.P. Sales and Marketing: Ladd M. Lavallee10 Ridgefield #210A, Clinton, MA 01510   qualified.
   
V.P. Operations: Jacqueline A. Lavallee 368 Whitney Street, Northboro, MA 01532
 
Directors: Paul F. Lavallee 368 Whitney Street, Northboro, MA 01532
  Jacqueline A. Lavallee 368 Whitney Street, Northboro, MA 01532
  Ladd M. Lavallee 10 Ridgefield #210A, Clinton, MA 01510
  Dawn L. Seiple 12 Saxon Lane, Shrewsbury, MA 01545

 

SIGNED UNDER THE PENALTIES OF PERJURY, this 19th day of May, 1997
 
  /s/ Steven R. Graham , Clerk / Assistant Clerk.
  Steven R. Graham, Clerk  

 

* Delete the Inapplicable words.

 

** Please provide the name and residential address of the assistant clerk if be/she is executing this certificate of change.

 

 

 

 

The Commonwealth Massachusetts

William Francis Galvin

Secretary of the Commonwealth

 

/s/ [ILLEGIBLE]
[ILLEGIBLE]

 

 
Name
Approved

 

/s/ [ILLEGIBLE]
P.C.

 

  ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108  
  ARTICLES OF AMENDMENT FEBERAL IDNETIFICATION
  General Laws, Chapter 156B, Section 72 NO. 04–2590187

 

We, Paul F. LaVallee   , President [ILLEGIBLE]
  Steven R. Graham   Clerk [ILLEGIBLE]
       
NORTHEAST POLY BAG CO., INC.
(EXACT Name of Corporation)
   
located at: 2 NORTHEAST BOULEVARD, P.O. BOX 1460, STERLING, MASSACHUSETTS 01564
  (MASSACHUSETTS Address of Corporation)
     
  do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:    3 and 4
   
  being amended hereby
  (Number those articles 1,2, 3,4,5 and/or 6 being amended hereby)
   
of the Articles of Organization were duly adopted [ILLEGIBLE] by a unanimous consent December 18, 1997, by Vote of:
             

108,000 shares of Common out of 108,00 shares outstanding,
    type, class & series, (if any)      
  shares of   out of   shares outstanding, and
    type, class & series, (if any)      
           
  shares of type, class & series, (if any) out of   shares outstanding,

 

CROSS OUT [ILLEGIBLE]
INAPPLI- [ILLEGIBLE]
CABLE being at least two-thirds of each type, class or series outstanding and entitled to vote
CLAUSE thereon and of each type, class or series of stock whose rights are adversely affected thereby: - 2

 

C ¨
P ¨
M ¨
R.A ¨

 

1 For amendments adopted pursuant to Chapter 156B, Section 70.

 

2 For amendments adopted pursuant to Chapter 156B, Section 71.

 

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8½ x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet $0 long as each Amendment requiring each such addition is clearly indicated.

 

 

 

 

CONTINUATION SHEET # 1

 

A.Article 3 of Articles of Organization of Northeast Poly Bag Co., Inc. be amended as follows:

 

That the total number of shares and the par value, if any, of each class of stock which the corporation is authorized is as follows:

 

Class of Stock Without Par Value
  Number of Shares
   
Common 375,000
Common Non-Voting 375,000

 

B.That Article 4 of the Articles of Organization of Northeast Poly Bag shall be amended to provide as follows:

 

1.At the time this amendment becomes effective, without any further action on the part of the corporation or its Stockholders, the amount of common non-voting shares without par value then issued and outstanding shall be increased from 5,000 shares of common non-voting shares without par value, to 375,000 shares of common non-voting shares without par value. The capital account of the Corporation shall not be increased or decreased by such change and reclassification.

 

 

 

 

SEE ATTACHED CONTINUATION SHEET # 1

 

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. LATER EFFECTIVE DATE:                                                    

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this 26th day of DECEMBER                     , in the year 1997.

 

/s/ Paul F. Lavelle President [ILLEGIBLE]
Paul F. Lavelle  
   
/s/ Steven R. Graham Clerk [ILLEGIBLE]
Steven R. Graham  

 

 

 

 

THE COMMONWEALTH OF MASSACHUSETTS

 

ARTICLES OF AMENDMENT

 

GENERAL LAWS, CHAPTER 156B; SECTION 72

 

 

I hereby approve the within articles of amendment and, the filing fee in the amount of $ 470 having been paid, said articles are deemed to have been filed with me this 29th day, of December 1997.

 

/s/ William Francis Galvin

 

William Francis Galvin

Secretary of the Commonwealth

 

Secretary of
the Commonwealth
97 DEC 29 AM 11:39
CORPORATION DIVISION

 

TO BE FILLED IN BY CORPORATION

 

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT

 

  Attorney Steve Graham
TO: Graham & Harsip, P.C.
  289 Great Road, Suite 101
  Acton, Massachusetts 01720
Telephone: 978–264–0480

 

 

 

 

  FEDERAL IDENTIFICATION
  NO. 04–2590187

 

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

 

CERTIFICATE OF CHANGE OF FISCAL YEAR END

(General Laws, Chapter 156B, Section 38A)

 

I, Steven R. Graham ,*Clerk / * Assistant Clerk  
     
of Northeast Poly Bag Co., Inc. ,
(Exact name of Corporation)  
     
having a principal office at Two Northeast Boulevard, Sterling, Massachusetts ,
(Street address of corporation in Massachusetts)  
   
Certify that the fiscal year end (i.e. the tax year end) of the corporation was changed to the last day of the month of october.  

 

SIGNED UNDER THE PENALTIES OF PERJURY, this 22nd day of July, 1998,

 

/s/ Steven R. Graham , *Clerk [ILLEGIBLE]
Steven R. Graham  

 

*Delete the inapplicable words.

 

 

 

 

  FEDERAL IDENTIFICATION
  NO. 04-2590187

 

The Commonwealth of Massachusetts

William Francis Galvin.

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

 

CERTIFICATE OF CHANGE OF DIRECTORS OR OFFICERS

OF DOMESTIC BUSINESS CORPORATIONS

(General Laws, Chapter 156B, Section 53)

 

I, Steven R. Graham , *Clerk,[ILLEGIBLE]  
     
of Northeast Poly Bag Co., Inc. ,
(Exact name of corporation)  
   
having a principal office at Two Northeast Boulevard, P.O. Box 1460, Sterling, MA 01564 ,
(Street address of corporation in Massachusetts)  

 

certify that pursuant to General Laws, Chapter 156B, Section 53, a change in the directors and/or the president, treasurer and/ or clerk of said corporation has been made and that the name, residential address, and expiration of term of the president, treasurer, clerk and each director are as follows:

 

  NAME RESIDENTIAL ADDRESS EXPIRATION OF TERM OF OFFICE
Co – President: Ladd M. Lavallee 40 Fire Road 10, Lancaster, MA 01523
Co – President: Dawn L. Seiple 190 Howard Street, Northboro, MA 01532
Treasurer Jacqueline A. Lavallee 100 Allen Road, East Brookfield, MA 01515
       
Clerk: Steven R. Graham 251 Central Steret, Concord, MA 01742

 

**Assistant Clerk:

 

Directors: Paul F. Lavellee 100 Allen Road, East Brookfield, MA 01515
  Jacqueline A. Lavellee Same as above
  Ladd M. Lavellee Same as above
  Dawn L. Seiple Same as above

 

SIGNED UNDER THE PENALTIES OF PERJURY, this 22 day of October, 1999,

 

               /s/ Steven R. Graham ,* Clerk or [ILLEGIBLE]
       Steven R. Graham

 

* Delete the Inapplicable words.

* * Please provide the name and residential address of the assistant clerk if be/she is executing this certificate of change.

 

 

 

 

/s/ [ILLEGIBLE]
Exmainer

 

/s/ [ILLEGIBLE]
Name
Approved

 

C 
P 
M 
R.A 

 

4
P.C.

 

The Commonwealth of Massachusetts

 

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

WILLIAM FRANCIS GALVIN Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

 

ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION
General Laws, Chapter 156B, Section 72 NO. 04-2590187

 

We  , Dawn L. Seiple, President/ [ILLEGIBLE]
Steven R. Graham Clerk/ [ILLEGIBLE]
NORTHEAST POLY BAG CO., INC.

(EXACT Name of Corporation)

 

located at: Two Northeast Boulevard, Sterling, Massachusetts 01564

(MASSACHUSETTS Address of Corporation)

 

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:  

 

 1 
(Number those article 1, 2, 3, 4, 5 and/or 6 being amended hereby
 

of the Articles of Organization were duly adopted by unanimous consent of the Board of* [ILLEGIBLE] on October 19 2000, by vote of: *Directors and Stockholder

 

 

108,000 shares of Common Stock out of 108,000 shares outstanding,
    type, class & series, (if any)      
  shares of   out of   shares outstanding, and
    type, class & series, (if any)      
  shares of   out of    shares outstanding,
    type, class & series, (if any)      

 

CROSSOUTbeing at least a majority of each type, class or series outstanding and entitled to vote
INAPPLI-  
CABLE[ILLEGIBLE]
CLAUSE  

 

1For amendments adopted pursuant to Chapter 156B, Section 70.

 

2For amendments adopted pursuant to Chapter 156B, Section 71.

 

Note: If the space provided under any Amendment 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 for binding. Additions to more than one Amendment may be continued on a single sheet $0 long as each Amendment requiring each such addition is clearly indicated.

 

05/14/76

 

 

 

 

To CHANGE the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

 

The total presently authorized is:

 

WITHOUT PAR VALUE STOCKS   WITH PAR VALUE STOCKS
     
TYPE NUMBER OF SHARES   TYPE NUMBER OF SHARES PAR VALUE
COMMON:     COMMON:    
           
           
PREFERRED:     PREFERRED:    
           

 

CHANGE the total authorized to:

 

WITHOUT PAR VALUE STOCKS   WITH PAR VALUE STOCKS
     
TYPE NUMBER OF SHARES   TYPE NUMBER OF SHARES PAR VALUE
COMMON:     COMMON:    
           
           
PREFERRED:     PREFERRED:    
           

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Article I of the Articles of Organization is amended as follows:

 

The name of the corporation shall be changed from Northeast Poly Bag Co., Inc. to Laddawn, Inc.

 

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 1156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. LATER EFFECTIVE DATE: November 1, 2000

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names 19th day of October, in the year 2000

 

/s/ Dawn L. Seiple President [ILLEGIBLE]
Dawn L. Seiple  

 

/s/ Steven R. Graham   Clerk [ILLEGIBLE]
Steven R. Graham [ILLEGIBLE]  
   
   
   

 

 

 

 

6039

 

THE COMMONWEALTH OF MASSACHUSETTS

 

ARTICLES OF AMENDMENT

 

GENERAL LAWS, CHAPTER 156B, SECTION 72

 

 

I hereby approve the within articles of amendment and, the filing fee in the amount of $ 100.00 having been paid, said articles are deemed to have been filed with me this 20th day of October 2000.

 

[ILLEGIBLE]

 

SECRETARY OF THE
[ILLEGIBLE]
2000 OCT 20 PM:12:14
CORPORATION DIVISION

 

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of State

 

Effective Date –

November 01, 2000

 

TO BE FILLED IN BY CORPORATION

 

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT

 

TO: GRAHAM & MARSIP, P.C.
  ATTORNEYS AT LAW
  289 GREAT ROAD
  ACTON MA 01729
  Telephone: 978–264–0480

 

 

 

 

MA SOC Filing Number: 200976659620 Date: 10/05/2009 12.02 PM

 

Page 02/04

 

 

 

The Commonwealth of Massachusetts

William Francis Galvin.

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

 

FORM MUST BE TYPED Articles of Merger FORM MUST BE TYPED
    Involving Domestic Entities    
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.36)
         

 

(1)Exact name of each domestic corpora ion or other entity involved in the merger;

 

    LADDAWN BUSINESS TRUST (Massachusetts Business Trust) and

 

    LADDAWN, INC. (Massachusetts for-profit)

 

(2)Exact name of the surviving entity; LADDAWN, INC.

 

(3)The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than
  90 days from the date and time of filing is specified: November 1, 2009

 

(check appropriate box)

(4)¨ The plan of merger was duly approved the shareholders, and where required, by each separate voting group as provided

by G.L, Chapter 156D and the articles of organization.

 

OR

 

¨ The plan of merger did not require the approval of the shareholders.

 

(5)Participation of each other entity was duly authorized by the law under which the other entity is organized or by which it is governed and by its articles of organization or other organizational documents,

 

(6)Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation.

 

(7)Attach the articles of organization of The surviving entity where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16.

 

P.C.       [ILLEGIBLE]

 

 

 

 

Signed by:
  (signature of authorized individual)

 

¨ Chairman of the board, of directors,

 

x President,

 

¨ Other officer,

 

¨ Court-appointed fiduciary.

 

on this 28th day of September , 2009

         
Signed by: /s/ Dawn L. Seiple
  (signature of authorized individual)

 

¨ Chairman of the hoard of directors,

 

¨ President,

 

x Other officer,

 

¨ Court-appointed fiduciary,

 

on this 28th day of September , 2009

 

 

 

 

 

MA SOC Filing Number: 200976659620 Date: 10/05/2009 12.02 PM

 

THE COMMONWEALTH OF MASSACHUSETTS

 

I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:

 

October 05, 2009 12:02 PM

 

  /s/ William Francis Galvin

 

WILLIAM FRANCIS GALVIN

 

Secretary of the Commonwealth

 

 

 

 

The Commonwealth of Massachusetts

 

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

 

FORM MUST BE TYPED Articles of Merger FORM MUST BE TYPED
    Involving Domestic Entities    
  (General Laws Chapter 156D, Section 11.06; 950 CMR 113.36    

 

(1)Exact name of each domestic corporation or other entity involved in the merger:

 

    LADDAWN BUSINESS TRUST (Massachusetts Business Trust) and

 

    LADDAWN, INC. (Massachusetts for-profit)

 

(2)Exact name of the surviving entity: LADDAWN, INC.

 

(3)The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the
  date and time of filing is specified: November 1, 2009

 

(check appropriate box)

 

(4)x The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization.

 

OR

 

¨ The plan of merger did not require the approval of the shareholders.

 

(5)Participation of each other entity was duly authorized by the law under which the other entity is organized or by which it is governed and by its articles of organization or other organizational documents.

 

(6)Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation.

 

(7)Attach the articles of organization of the surviving entity where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16.

 

P.C.       [ILLEGIBLE]

 

 

 

 

Signed by: /s/ [ILLEGIBLE]
  (signature of authorized individual)

 

¨Chairman of the board of directors,

 

xPresident,

 

¨Other officer,

 

¨Court-appointed fiduciary,

 

On this 28th day of September , 2009
           
Signed by: /s/ [ILLEGIBLE]
      (signature of authorized individual)    

 

¨Chairman of the board of directors,

 

¨President,

 

xOther officer,

 

¨Court-appointed fiduciary,

 

on this 28th day of September , 2009

 

 

 

 

COMMONWEALTH OF MASSACHUSETTS

 

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

 

Articles of Merger

Involving Domestic Entities

(General Laws Chapter 156D, Section 11.06; 950 CMR 113.36)

 

I hereby certify that upon examination of these articles of merger, 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)

 

 
Examiner
 
Name approval
 
c
 
#A.R.

 

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

 

Filing fee: Minimum $250

 

TO BE FILLED IN BY CORPORATION

Contact Information:

 

Mark L. Donahue, Esq.
 
Fletcher, Tilton & Whipple, P.C.
 
370 Main Street, 11th Floor, Worcester, MA 01608
 
Telephone: 508-459-8000
   
Email: mdonahue@ftwlaw.com

 

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.