06/17/2019 BOARD OF SELECTMEN Agenda Packet

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I 1 A_ STOCKHOLDERS OF THE CORPORATION MAY BE HELI]ANYWHERE WITHIN THE UNITED =° is STATES. THREE: THE CORPORATION MAY BE A PARTNER IN ANY BUSINESS ENTERPRISE WHICH IT WOULD HAVE POWER TO CONDUCT BY ITSELF, FOUR: IN THE ABSENCE OF FRAUD NO CONTRACT OR OTHER TRANSACTION OF THE CORPORATION SHALL BE AFFECTED OR INVALIDATED BY THE FACT THAT ANY OF THE DIRECTORS OF THE CORPORATION ARE IN ANY WAY INTERESTED IN OR CONNECTED WITH ANY OTHER PARTY TO SUCH CONTRACT OR TRANSACTION OR ARE THEMSELVES PARTIES TO SUCH CONTRACT OR TRANSACTION PROVIDED THAT THE INTEREST IN ANY SUCH CONTRACT ' n OR TRANSACTION OF ANY SUCH DIRECTOR SHALL AT THE TIME BE FULLY DISCLOSED OR OTHERWISE KNOWN TO THE BOARD OF DIRECTORS.ANY DIRECTOR OF THE CORPORATION MAY BE COUNTED IN DETERMINING THE EXISTENCE OFA QUORUM AT ANY - MEETING OF THE BOARD OF DIRECTORS WIHICH SHALL AUTHORIZE SUCH CONTRACT OR TRANSACTION AND MAY VOTE AND ACT UPON ANY MATTER CONTRACT OR TRANSACTION BETWEEN THE CORPORATION AND ANY CONTRACT PERSON WITHOUT r`- REGARD TO THE FACT THAT HE IS ALSO A:.STOCKHOLDER DIRECTOR OR OFFICER OF OR 3 kp= HAS ANY INTEREST IN SUCH OTHER PERSON WITH THE SAME FORCE AND EFFECT AS IF HE r !: ., WERE-NOT SUCH A STOCKHOLDER DIRECTOR.OR OFFICER OR NOT SO T_NTER.ESTED, ANY j CONTRACT OR OTHER TRANSACTION OF THE CORPORATION OR OF THE BOARD OF F DIRECTORS OR OF ANY COMMITTEE THEREOF WHICH SHALL-BE RATIFIED BY A MAJORITY a OF THE HOLDERS OF THE ISSUED AND.OUTSTANDING STOCK ENTITLED TO VOTE AT ANY ANNUAL MEET L E A NNU INt:�r OR ANY SPECIAL MEETING-CALLED FOR THAT PURPOSE SHALL B S a VALID AND AS BINDING AS THOUGH RATIFIED BYE ERY STOCKHOLDER OF THE CORPORATION PROVIDED HOWEVER THAT ANY FAILURE OF THE STOCKHOLDERS TO APPROVE OR RATIFY SUCH CONTRACT OR OTHER TRANSACTION WHEN AND IF ' SUBMITTED,,SHALL NOT BE DEEMED IN ANY WAY TO RENDER THE SAME INVALID OR DEPRIVE THE DIRECTORS AND OFFICERS,OF THEIR RIGHT TO PROCEED WITH SUCH CONTRACT OR OTHER TRANSACTION.FIVE: y NO CURRENT OR FORMER DIRECTOR OF THE CORPORATION SHALL BE PERSONALLY LIABLE TO THE CORPORATION OR ITS STOCKHOLDERS FOR MONETARY DAMAGES FOR OR ARISING OUT OF A BREACH OF FIDUCIARY DUTY AS A DIRECTOR NOTWITHSTANDING'ANY PROVISION OF LAW IMPOSING 111n, SUCH LIABILITY•.PROVIDED HOWEVER THAT THE AFOREGOING SHALL NOT ELIMINATE OR 3 LIMIT THE LIABILITY OF A CURRENT OR FORMER DIRECTOR I FOR A bREACH.OF THE s DIRECTOR'S DUTY OF LOYALTY TO THE CORPORATION OR ITS STOCKHOLDERS II FOR. fl ACTS OR OMIS SIGNS NOT IN GOOD FAITH OR WHICH INVOLVE INTENTIONAL 3 MISCONDUCT'OR A KNOWING VIOLATIONN OF LAW III UNDER MASSACHUSETTS GENERAL LAWS CHAPTER 15D OR IV VOR ANY'TRANSACTION FROM WHICH THE DIRECTOR DERIVED AN IMPROPER PERSONAL BENEFIT. THE FOREGOING PROVISION SHALL NOT ELIMINATE OR LIMIT,THE LIABILITY OF A DIRECTOR FOR.ANY ACT OR OMISSION OCCURRING PRIOR.TO THE DA'I'S UPON WHICH THE FOREGOING PROVISION BECAME EFFECTIVE,TO THE EXTENT PERMITTED BY LAW NO AMENDMENT OR DELETION OF THE I i,. FOREGOING PROVISIONS OF THE PARAGRAPH FIVE WHICH RESTRICTS OR LIMITS THE �fi Y i '.1 s PROTECTIONS PROVIDED THEREUNDER TO CURRENT OR FORMER DIRECTORS SHALL BE t: EFFECTIVE WITH RESPECT TO ACTIONS.AND'OMIS SIGNS OF THE DIRECTORS OCCURRING PRIOR TO THE DATE SAID AMENDMENTS OR DELETION BECAME EFFECTIVE. Note: The preceding six(6)-articles are considered to be permanent,and may be changed only by filing appropriate articles of amendment. a p ARTICLE VII 3' The effective date of organization and time the articles were received for fling if the articles are not rejected within the ? time prescribed by law. If a later effective date is desired, specify such date,which may not be later than the 94th day k after the articles are received for filing. ,,