pap-51'" n? FORM CD 180 Rev. 10-?1 #297" a 7/ 031113 nf i 9 Secretary of the Commomvealth ONE ASHBURTON PLACE, BOSTON, MASS. 02.108 . a ARTICLES 0F ORGANIZATION ?13 (Under G.L. Ch. 180) 1 Incorporators NAME RESIDENCE Include given name in full in case of natural persons: in case ofa corpomu?on. gt've state of incorporation. Jr. 151 Brayton Road Brighton, Mass. E. Byron Hensley, 02135 The above-named incorporaterCs) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 180 and hereby statels): I. Thename by which the corporation shall be known is: 2. The purposes for which the corporation is formed are as follows: The purposes for which the Corporation is formed are for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, and in this connection more specifically to provide housing, thera? peutic, vocational, nutritional, educational and counselling services and proqrams to emotionally and environmentally deprived persons with special needs, on a residential or out?patient basis, and to provide research and conSulting services in the above areas. The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) or by a corporation.constributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. NOTE: If provisions for which the space provided under Articles 2. 3 and 4 is not sufficientladditions should be set out on continuation sheets to be numbered 2A. 28. etc. Indicate under each Article where the provision is set out. Continuation sheets shall be on paper and must have a left-hand margin inch wide for binding. Only one. side should be used. . I 3. If the COI?pOI??tlon has morethan one class of members election or appointment. the duration of membershi rights. of the members of.eaeh class, are as follows:-? the designation of such classes, the manner of and the qualification and rights, including voting Not applicable. 0 4. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the cor- poration. 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. I if there are no provisions state ?None?. .I - 4 (al through Attached .and made a part hereof 4; The Corporation shall have the following powers in furtherance of its corporate purposes: I The corporation shall have perpetual succession in its corporate name. The corporation may sue and be sued. The corporation may have a corporate seal which it may alter at pleasure. . The Corporation may elect or appoint directors, 'officers, employees and other agents, fix their compensation and define their duties and obligations- 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, where- ever situated, in an unlimited amount. 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. 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? The Corporation may purchase, take, receive, sub~ scribe 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. 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. :aoi> 4-0?th 4(a) through continued 6 0 The Corporation may lend money, invest and reinvest 9 its funds, and take and hold real and personal property as security for the payment of funds so loaned or investedr The Corporation may do business, carry on its a _operations, and have offices and exercise the powers granted 1 by Massachusetts General Laws, Chapter 180, as now in force 1 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 purposes,. (1) 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 educa? tional 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. The Corporation may be a partner in any business enterprise which it would have power to conduct by itself. 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 or the by?laws requires action by the members. (0) Meetings of the members may be held anywhere in the United States. The Corporation shall, to the extent legally per? missible and only to the extent that the status of the corporation as an organization 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 reques' as directors, officers, em? ployees 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 in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with resnect r3 4(a) through continued to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corpora? tion; 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 indemni? fication 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; by a disinterested majority of the directors then in office; or by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his actiOn was in the best interests of the corporation; or by a majority of the disinterested members entitled to vote, voting as a single class. Expenses including counsel fees, reasonably incurred by any such director, officer, trustee, employee or agent in'connection with the de- fense or disposition of any.such action, suit or other pro- ceeding 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 shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180 Section 6. .The right of indemnification hereby provided shall affect any rights to indemnification to which corporate per? sonnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors", "officer", "employee" and "agent" include their respective heirs, exe? cutors and administrators, proceedings in question or another proceeding on the same or similar grounds is then pending. 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 this corporation . individually, or any individual having any interest in any concern in which any directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, trans? action, 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; ?le) through_(v) continued 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 (2) Any such director of this corporation may be counted in determining 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; 1 the term "interest" including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern; the term "concern". meaning any corporation, association, trust partnership, person, or other entity other than this Corporation. firm, 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 cor" poration shall not participate in, or intervene in (including the publishing or distributing of statement) any political cam?' paign on behalf of any candidate for public office. It is in? tended that the corporation shall be entitled to exemption from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code. (sl Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefor, 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. ?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 other pro? visions of the artiCles of organization or the by?laws of the Corporation, the following.provision 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. 44enxexe 4(a) through continued 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(0) 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 of the Internal Revenue Code. 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 that no such power shall be exercised in a manner inconsistent with Massa? chusetts General Laws, Chapter 180 or any other chapter of the General Laws of the Cemmonwealth of Massachusetts or. Section 501(c)(3) of the Internal Revenue Codet All references herein to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of l954, as now in force or hereafter amended. 5. By-laws arm: col'pnrminn havc been duly nduptud and me inmnl directorsr presidcnr. and aim or olhc! presiding. nnancizl or recording uniccrr naunu ar: set out below. have been duly elemd. air The rim of organimliun 9! minimum mu be me dale or filing with me Secrewry 0! [he a or ii later am is dale. (nor mot: "Jan 30 days an: 01 filing) g, 7. The Inllawing InIormaIion mu ror my yurporr be Ira-(ed as parmnenl pm 01 the Articles at Organiznuon of in: corporation. a nu p05! olfic: 0! [ha initial principalomce emu: carporalionin MassaChunlLi is: (2/0 Romans, Hamilton, Dehmen Marshall. 1 Court Street, Boston, Massachusetts 02108 b. The name residence, and post office address 0! each 01m: inirinx directors and touowing officer: a! the corporaiion are as follows: NAME POSTOFHCEADDRESS #afiw He Shi" cm: fan}. 0..Brlenc . Direcmrs. (er oflicets mving me powers at directors) E. Byron Hensley same Peter Shiver - same Paul O'Brien -- samc Mel Thompson -- 1 David Square, Somerville, Mass. Michael Kissel - 101x Raughan Str, Revere, Mass. c, The daleminally on July 31- d, Th: rim inirrnziy her in me by-inwr for in: annual meeling ol membus c! the corporation is: mm corpmman is: mu bow-named INCORPORATOMS) mess Amalia cl 0. nninutieh [his I. day ol 19 sugnld MYERS 6a hemhy Imam 7hr lam: am! puwmu any \lWe hue UM DNA mind" 01 my urn": In mum at fianinl mlnin me 11251 Ken years: Mr ea mm mm cemfiy llul xa in mi in manur in. nun-fl Innch omen luv! nm nun mnlully mnwum. cranium aux-m. 1 hc signmurt of cum inrorporaiur which "or I natural person must be by in individual who mu show rm in which he am is, rung 5min under me pennkics cl perjury mar ht: ir duly aumonm unusbchalfmilgi' nutcrganmrion. a if; Vt 3 ?Fri?. 2.3.4 35' i953} . mm ARTICLES 0F ORGANIZATION 90 65% a; i fin-7U GENERAL LAWS. CHAPTER 180 ?ow" '31 v- A Ins-amul?tliuzfi 053' STATE- 6g.? C. 9?39? Effective date - THE COMMONWEALTH OF MASSACHUSETTS 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 com? plied with. and I hereby approwe said articles; and the filing fee in the amount of $30.00 having been paid. said articles are-deemed if have been MAM Secretary of the Common wealth TO BE FILLED IN BY CORPORATION PHOTO COPY OF OF TO BIC SENT HOMANS. HAMILTON. DAHMEN . ATTORNEYS LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .75. .216. Telephone Filing Fee $30.00 Copy Mailed