William F rands Galvin Secretary of the Commonwealth One Ashburron Place, Boston, Massachusetts

Transcription

1 Examiner QrlJe QCmmntDealtlJ qf mas'sacl:jus'etts' William F rands Galvin Secretary f the Cmmnwealth One Ashburrn Place, Bstn, Massachusetts ARTIC~OFOR~ZATION G~neral Laws, Chapter 15GB) Name Apprved ARTICLE I The exact name f the crpratin IS: ETCDC, Inc. ARTICLE II The purpse f the crpratin is t engage in the fllwing business activities: T prvide rental husing and related services fr lw-incme individuals; t serve as a general partner f ne r mre Massachusetts limited partnerships engaged in the develpment and peratin f facilities fr rental husing and related services fr lw-incme individuals; and t engage generally in any activity that may lawfully be carried n by a crpratin frmed under Chapter 156 B) f the General Laws f Massachusetts. c P M R.A.. -.:......,-::': -:n ;-ry {J -::::; ;-'1 - "-1.:'.> TJ,', '::> '1.~.-,..!-1i P.c. Nte: If the space prflided under any article r item n this frm is insufficient, additins shall be set frth n ne side nly f separate x 11 sheets f paper with a left margin f at least 1 inch. Additins t mre than ne article may be made n a single sheet s lng as each article requiring each additin is clearly indicated. 15ctart

2 ARTICLE III Sute the ttal number f shares and par value, if any, f each class f srck which the crpratin IS authrized r Issue. WITHOUT PAR VALUE WITH PAR VALUE TYPE NUMBEROFSHARES TYPE NUMBEROFSHARES PAR VALUE Cmmn: N/A Cmmn: 200,000 $0.01 Preferred: N/A Preferred: N/A N/A.' ARTICLE IV If mre than ne class f stck is authrized, state a distinguishing designatin fr each class. Prir t the issuance f any shares f a class, if shares f anther class are utstanding, the crpratin must prvide a descriptin f the preferences, vting pwers, qualificatins, and special r relative rights r privileges f that class and f each ther class f which shares are utstanding and f each series then established within any class. N/A ARTICLE V The restrictins, if any, impsed by the Articles f Organizatin upn the transfer f shares f srck f any class are: N/A ARTICLE VI " Other lawful prvisins, if any, fr the cnduct and regulatin f the business and affairs f the crpratin, fr. its vluntary disslutin, r fr limiting, defining, r regulating the pwers f the crpratin, r f its directrs r stckhlders, r f any class f stckhlders: See Cntinuatin Sheet 6A --If that art n prvisins start -Nnt-. Nte: The preceding six 6) Articles Are cnsidered t he p"""",nent And mil] ONLY he changed by filing apprpriate Articles f Amendmmt.

3 CONTINUATION SHEET 6A Other lawful prvisins, if any, fr the cnduct and regulatin f the business and affairs f the crpratin, fr its vluntary disslutin, r fr limiting, defining, r regulating the pwers f the crpratin, r f its directrs r stckhlders, r f any class f stckhlders: a) Meetings f the stckhlders may be held anywhere within the United States. b) N cntract r ther transactin f this crpratin with any ther persn, crpratin, assciatin, r partnership shall be affected r invalidated by the fact that i) this crpratin is a stckhlder r partner in such ther crpratin, assciatin, r partnership, r ii) anyne r mre f the fficers r directrs f this crpratin is an fficer, directr r partner f such ther crpratin, assciatin r partnership, r iii) any fficer r directr f this crpratin, individually r jintly with thers, is a party t r is interested in such cntract r transactin. Any directr f this crpratin may be cunted in determining the existence f a qurum at any meeting f the bard f directrs fr the purpse f authrizing r ratifying any such cntract r transactin, and may vte theren, with like frce and effect as if he were nt s interested r were nt an fficer, directr, r partner f such ther crpratin, assciatin, r partnership. c) The crpratin may be a partner in any business enterprise which it wuld have pwer t cnduct itself. d) The by-laws may prvide that the directrs may make, amend, r repeal the by-laws in whle r in part, except with respect t any prvisin theref which by law, these articles f rganizatin, r the by-laws requires actin by the stckhlders. e) A directr shall nt be liable t the crpratin r its stckhlders fr mnetary damages fr any breach f fiduciary duty as a directr, except t the extent that the eliminatin r limitatin f liability is nt permitted under the Massachusetts Business Crpratin Law as in effect when such liability is determined. N amendment r repeal f this prvisin shall deprive a directr f the benefits heref with respect t any act r missin ccurring prir t such amendment r repeal.

4 ARTICLE VII The effective date f rganizatin f the crpratin shall be the date apprved and filed by the Secretary f the Cmmnweal th. If a later effective date is desired, specify such date which shall nt be mre than thirty days after the date f filing. ARTICLE VIII The infrmatin cntained in Article VIII is nt a permanent part f the Articles f Organizatin. a. The street address pst ffia bxes are nt acceptable) f the principal ffice f the crpratin in Massachusetts IS: 405 Shawmut Avenue, Bstn, MA b. The name, residential address and pst ffice address f each directr and fficer f the crpratin is as fllws: President: NAME David Crtiella RESIDENTIAL AD DRESS POST OFFICE ADDRESS Treasurer: Carmen Barrients Clerk: Luis Cruz Directrs: David Crtiella Carmen Barrients Luis Cruz Elisa Sltren Katherine McHugh Paul Z. Rinkulis c. The fiscal year i.e., tax year) f the crpratin shall end n the last day f the mnth f: December d. The name and business address f the resident agent, if any, f the crpratin IS: David Crtiella, 405 Shawmut Avenue, Bstn, MA ARTICLE IX By-laws f the crpratin have been duly adpted and the president, treasurer, clerk and directrs whse names are set frth abve, have been duly elected. IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I1we, whse signatures) appear belw as incrpratrs) and whse name{s) and business r residential addresses) are clearly typed r printed beneath each signature d hereby assciate with the intentin f frming this crpratin under the prvisins f General Laws, Chapter 156B and d sign these Artic! s f Organizatin as incrpratr{s) this 24 day f January, 20 ~, Thmas G. Schnrr Palmer & Ddge LLP One Beacn Street, Bstn, MA Nte: If IU' existing crpratin is acting as incrprat~, type in the exact name f the crpratin, the state r ther jurisdictin where it was incrprated, the name f the persn signing n behalf f said crpratin and,he title be/sbe hlds r ther authrity by which such actin is taken.

5 THE COMl\tf ONWEAL TH 0 F!vfASSACHUSETIS ARTIC~OFOR~ZATION General Laws, Chapter 156B) I hereby certify that, upn examinatin f these Articles f Organizatin, duly submitted t me, it appears that the prvisins f the General Laws relative t the rganizatin f crpratins have been cmplied with, and I hereby apprve said articles; and the filing fee in the amunt f $ having been paid, said articles are deemed t have been filed with me this day f 20 Effictive date: WILLIAM FRANCIS GALVIN Secretary f the Cmmnwealth FILING FEE: One tenth f ne percent f the ttal authrized capital stck, but nt less than $ Fr the purpse f filing, shares f stck with a par value less than $1.00, r n par stck, shall be deemed t have a par value f $1.00 per share. TO BE FILLED IN BY CORPORATION Phtcpy f dcument t be sent t: Thmas G. Schnrr Palmer & Ddge LLP One Beacn Street, Bstn, MA Telephne: _6_1_7_-_5_7_3_- 1_0_0