2010 - Laserfiche WebLink

Home Browse Search

MA SOC Filing Number: 201002127490 Date: 04/20/2010 3:54 PM _• APR-20-2010 16:67 P.002 Jo's Fitness Mashpee,Inc. Articles of Organization (Massachusetts General Laws Chapter 156D) ARTICLE I. The exact name of the corporation is Jo's Fitness Mashpee,Inc. ARTICLE U. The corporation may engage in any lawful business. ARTICLE III. The total number of shares of each class of stock that the corporation is authorized to issue is 275,000 shares, which shall consist entirely of common stock. ARTICLE IV. If more than one class or series of shares is authorized, the preferences, limitations and relative rights of each class or series are as follows: Not • applicable. ARTICLE V. The restrictions imposed by the Articles of Organization upon the transfer of shares of any class or series of stock are as follows: Not applicable. ARTICLE VI. Other lawful provisions: 1. Authority of directors to create new classes and series of shares, The board of directors,acting without the shareholders,may(a)reclassify any unissued shares of any authorized class or series into one or more existing or new classes or series, and (b)create one or more new classes or series of shares, specifying the number of shares to be included therein, the distinguishing designation thereof and the preferences, limitations and relative rights applicable thereto, provided that the board of directors may not approve an aggregate number of authorized shares of all classes and series which exceeds the total number of authorized shares specified in the Articles of Organization approved by the shareholders. 2. Minimum number of directors. The board of directors may consist of one or more individuals,notwithstanding the number of shareholders. 3. Personal liability of directors to corporation. No director shall have personal liability to the corporation for monetary damages for breach of his or her fiduciary duty as a director notwithstanding any provision of law imposing such liability, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing • violation of law, (c) for improper distributions under Section 6.40 of Chapter 156D of the General Laws of Massachusetts, or (d) for any transaction from which the director derived an improper personal benefit.