The Commonwealth of Massachusetts
JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF ORGANIZATION
(Under G.I., Ch. 158B)
Incorporators
NAME POST OFFICE ADDRESS Include given name in full in case of natural
persons; in case of a corporation, give state of incorporation.
Richard M. Harter One Federal Street
Boston, Mass. 02110
John H. Ashby One Federal Street
Boston, Mass. 02110
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 know is:
I.G.E., Inc.
2. The purposes for which the corporation is formed are as follows:
(a) To carry on the business of exploring for and developing, extracting,
refining and selling natural resources, such as oil, gas and minerals,
and to license others to engage in such business.
(b) To carry on any manufacturing, mercantile, selling, management, service
or other business, operation or activity which may be lawfully carried
on by a corporation organized under the Business Corporation Law of The
Commonwealth of Massachusetts, whether or not related to those referred
to in the foregoing paragraph.
(c) To carry on any business, operation or activity through a wholly or
partly owned subsidiary.
(d) To carry on any business, operation or activity referred to in the
foregoing paragraphs to the same extent as might an individual, whether
as principal, agent, contractor or otherwise and whether alone or as
partner, joint venturer or otherwise with any corporation, association,
trust, firm or individual.
(e) To carry on any business permitted to corporations under General Laws
Ch. 156B as now in effect or as hereafter amended, or any successor
provision to such chapter.
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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:
<TABLE>
<CAPTION>
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
----------------- -----------------------------------
NUMBER OF SHARES NUMBER OF SHARES PAR AMOUNT
VALUE
-------------- ----------------- ---------------- ----- ----------
<S> <C> <C> <C> <C>
Preferred NONE NONE
Common NONE 10,000,000 $0.01 $100,000
</TABLE>
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:
Not Applicable
5. The restrictions, if any, imposed by the Articles of Organization
upon the transfer of shares of stock of any class are as follow:
None
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:
(a) 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 stockholders.
(b) Meetings of the stockholders may be held anywhere in the United
States.
<PAGE>
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:
P.O. Box 745, Chatham, Mass. 02633
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
-------------------- --------------------- -------------------
247 Washington St.
President: Elisha C. Mowry Duxbury, Mass Same
Stetson Cove Lane PO Box 745
Treasurer: James Mott Hallowell Chatham, Mass. Chatham, Mass.
Stetson Cove Lane PO Box 745
Clerk: James Mott Hallowell Chatham, Mass. Chatham, Mass.
247 Washington St.
Directors: Elisha C. Mowry Duxbury, Mass. Same
41 Waterman St.
Bayard Ewing Providence, R.I. Same
Chatham Rd.
Axel B. Gravem South Orleans, Mass. Same
Stetson Cove Lane PO Box 745
James Mott Hallowell Chatham, Mass. Chatham, Mass.
7 Bonnydale Rd. 12 Main Street
Richard H. Erickson Leominster, Mass Leominster, Mass.
c. The date initially adopted on which the corporation's fiscal year ends is:
Last day of February
d. The date initially fixed in the by-laws for annual meeting of
stockholders of the corporation is:
Second Wednesday in May
e. The name and business address of the resident agent, if any, of the
corporation is:
Not Applicable
IN WITNESS WHEREOF and under the penalties of perjury the above-named
INCORPORATOR(S) sign(s) these Articles of Organization this eleventh day of May
1971.
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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.
