The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 180)
ARTICLE
I
The exact name of the corporation is:
Highland Ambulance EMS, Inc.
The purpose of the corporation is to engage in the following activities:
See Exhibit
"A" attached hereto and incorporated
by reference herein.
Note: If the space provided under any article or item on this form is insufficient additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.
A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each lass, may be set forth in the by-laws of the corporation or may be set forth below:
Not Applicable.
ARTICLE IV
"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 members, or of any class of members, are as follows:
See
attached
Exhibit "B" attached hereto and
incorporated
by reference herein.
ARTICLE V
The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.
"If there are no provisions, state "None".
Note: The preceding four (4) articles are considered to be permanent and may only be changed by filing appropriate Articles of Amendment
Highland
Ambulance EMS, Inc.
Article II,
Exhibit "A"
The purposes of the corporation are as follows:
Provide emergency medical, rescue, search, and related services for the benefit of the service communities of Ashfield, Chesterfield, Cummington, Goshen, Plainfield, and Williamsburg, Massachusetts.
Acquire and maintain the necessary equipment and supplies required by the Commonwealth of Massachusetts Department of Public Health and the Office of Emergency Medical Services to operate a licensed ambulance service.
Establish and promote emergency regulations and procedures for the benefit of the service communities.
Employ and train individuals to become competent in the standards set by the Commonwealth of Massachusetts, the Department of Public Health, and the Office of Emergency Medical Services.
Raise, manage, budget, and disburse funds for these purposes.
Highland Ambulance EMS, Inc.
Article IV, Exhibit "B"
The corporation shall have the following powers in furtherance of its corporate purpose: A. The corporation shall have perpetual succession in its corporate name.
B. The corporation may sue and can be sued.
C. The corporation may have a corporate seal, which it may alter at its pleasure.
D. The corporation may elect or appoint directors, officers, employees and other agents, fix their compensation, other than directors or officers who shall serve without any, and define their duties and obligations.
E. The corporation may purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, in an unlimited amount.
F. The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.
G. The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated.
H. The corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental or other activities.
I. The corporation may make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated.
J. The corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.
K. The corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts General Laws, as now in force or as hereafter amended, in any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on for profit a trade; or business unrelated to its tax exempt purpose.
Highland Ambulance EMS, Inc.
Article IV, Exhibit "B", Continued...
L. The corporation may pay pensions, establish and carry out pensions, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its employees.
M. The corporation may participate as a subscriber in the exchanging of insurance contracts as permissible specified in Massachusetts General Laws, as now in force or as hereafter amended.
N. Unless the corporation is entitled to exemption from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, in which case it shall make no contribution for other than religious, charitable, scientific, literary or educational purposes, the corporation may make donations in such amounts as the directors shall determine, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof.
0. The corporation may be an incorporator of other corporations of any type or kind.
P. The corporation may be a partner in any business enterprise which it would have power to conduct by itself.
Q. The directors may make, amend or repeal by the by-laws in whole or in part, except with respect to any provision thereof which by-law or the by-laws require action by the members.
R. Meetings of the members may be held anywhere in the region that is served.
S. The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization is exempt under Section 501 (c) (3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest), against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him/her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he/she may be involved or with which he/she may be threatened, while in office or thereafter, by reason of his/her being or having been such a director, officer, employee or agent, except with respect to any matter as to which he/she shall have been adjudicated in any proceeding not have acted in good faith in the reasonable belief that his/her action was in the best interest of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification: (a). by a disinterested majority of the directors then in office, or (b). by a majority of the disinterested majority of the directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel
Highland
Ambulance EMS, Inc.
Article IV,
Exhibit "B", Continued...
to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his/her action was in the best interests of the corporation; or (c). by a majority of the disinterested members entitled to vote, voting as a single class. Expenses, including counsel fees, reasonable incurred by any such director, officer, trustee, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he/she shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws. The right of indemnification hereby provided shall not be exclusive of, or affect any other, rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled to by contract or otherwise under all applicable law. As used in this paragraph, the terms "directors", "officer", "employee", and "agent" include their respective heirs, executors and administrators, and an "interested" director is one against whom in such capacity the proceedings in question or another proceeding on the same or similar ground is then pending.
T. No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer, or member of the corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this corporation, and
(1). such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;
(2). no such director, officer, member or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction, or act; and
(3). any such director of this corporation may be counted to determine the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same.
The term "interest" including personal interest and interest as a director, officer, stockholder, trustee, member or beneficiary of any concern; the term "concern" meaning any corporation, association, trust, partnership, firm, person, or other entity other than this corporation.
Highland
Ambulance EMS, Inc.
Article IV, Exhibit "B" Continued...
U. No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among, or inure to the benefit of, any officer or director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501 (c) (3) of the Internal Revenue Code and shall not be a private foundation under Section 509 (a) of the Internal Revenue Code.
V. Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefore, all of the assets of the corporation shall be disposed of to one or more organizations exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code.
W. In the event that the corporation is a private foundation as that term is defined in Section 509 of the Internal Revenue Code, then notwithstanding any provisions of the Articles of Organization or the by-laws of the corporation, the following provisions shall apply:
The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code.
The directors shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code; nor retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code; nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code; nor make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.
X. The corporation may have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided, however, no such power shall be exercised in a manner inconsistent with applicable Massachusetts General Laws or Section 501 (c) (3) of the Internal Revenue Code.
Y. All references herein to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1954, as now in force or hereafter amended.
ARTICLE VI
The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date, which shall not be more than thirty days after the date of filing.
ARTICLE VII
The information contained in Article VII is not a permanent part of the Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal o1fice of the corporation in Massachusetts is:
56 Main Street, Goshen, Hampshire County, Massachusetts
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: |
David C. Dann |
60 Leverett Road, Shutesbury, MA 01072 |
Same |
|
Treasurer: |
Joseph M. Sabourin |
8 East Street, Plainfield, MA 01070 |
P.O. Box 32, Plainfield, MA 01070 |
|
Clerk: |
James A. Drawe |
28 Wilder Road, Cummington, MA 01026 |
Same |
|
Directors: (or officers having the powers of directors) |
David C. Dann |
See Above |
Same |
|
James A. Drawe |
See Above |
Same |
|
|
Joseph M. Sabourin |
See Above |
See Above |
|
|
Bernard L. Forgea |
585 Berkshire Trail, Cummington, MA 01026 |
Same |
|
|
John T. Monaghan |
74 Sears Road, Goshen, MA 01032 |
Same |
|
|
Francis S. Dresser |
80 Main Street, Goshen, MA 01032 |
Same |
|
|
Christopher G. Smith |
1 Valley View Road, Williamsburg, MA 01096 |
Same |
|
|
Douglas J. Mollison |
414 Hawley Road, Ashfield, Ma 01330 |
P.O. Box 3012, Ashfield, MA 01330 |
|
|
Spencer Timm |
385 Ireland Street, Chesterfield, MA 01012 |
Same |
c. The: fiscal year of the corporation shall end on the last day of the month of: June
d. The name and business address of the resident agent, if any, of the corporation is: None.
I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not been similarly convicted. If so convicted, explain.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) 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 180 and do hereby sign these Articles of Organization as incorporator(s) this fourth day of August, 2003.
David Dann Joseph M. Sabourin James A. Drawe
60 Leverett Road 8 East Street 28 Wilder Road
Shutesbury, MA Plainfield, MA Cummington, MA
Bernard L Forgea John T. Monahan Francis S. Dresser
585 Berkshire Trail 74 Sears Road 80 Main Street
Cummington, MA Goshen, MA Goshen, MA
Christopher G. Smith Douglas J. Mollison Spencer Timm
1 Valley View Road 414 Hawley Road 385 Ireland Street
Williamsburg, MA Ashfield, MA Chesterfield, MA
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws, Chapter 180)
I hereby certify that, upon 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 $ 35_______ having been paid, said articles are deemed to have been filed with me this __________ day of___________ ___________ 20 ____
Effective date: ________________________________
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
James A. Drawe
28 Wilder Road
Cummington, MA 01026
Telephone: 413-634-5447