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August 25 1987

Merrill s Homan Director United States Environmental Protection Agency J F K Federal But ldlng Room 213 Boston Massachusetts 02203

RE Charrette Corporation

Dear Merrill

I recently received a request for Information related to the release of hazardous substances I have some questions regarding this request however I have been unable to contact Phil lp Boxel I or Barbara Newman as they are out of the office until next week In the Interim I wondered If your request was related to a recent Incident which occurred at Charrette For your Information I have enclosed coplamps of correspondence related to this Incident I will contact Phil lp or Barbara next week upon their return

Please contact me at 935-6000 ext 361 If you have any questions

JMBsah

Enclosures

Auvust 25 1987

Commonwealth of Massachusetts Department of Envi~~nmental Quality Envineering 5 Commonwealth Avenue ~oburn MA 01801

Attn Richard J Chalpin Deputy Regional Enviornmental Engineer

Re Woburn - ERB-N87-999

Dear Sir -J

As you stated in your letter of August 14 1987 an incident occured on our premises on July 23 1987 which caused our company to become involved uith your agency

Per your request the information you seek is as follousa

1 A quantity of three lt3gt gallons of AMMONIUM HYDROXIDE SOLUTION ltNH40H amp H20gt was dispensed into a storm drain adJacent to our receiving dock by two of my employees at approKimately 500 PM on the aforementioned date They were disposing of liquid left in leaky container bottles and operating under the impression that since the ammonia is a water soluble substance suitably diluted it posed no har~ to the atmosphere

2 Acting upon the directive from your agency Clean Harbor pumped the middotdorm drain of 650 ltsh hundred fifty) gal 1 ons of liquid and presumably disposed of it in a proper manner thus ending any thraat

ln the future any nttd to dispose of same will be handled throuth the upplier a local concern that bottles this substance

3 As stated the three eallons of solution were the only substance involved and surely coupled wiih the actions described in lt2gt no long term threat e~ists

4 A copy of the manifest is attached A copy of an MSOS for this ~reduct is enclosed for your review as well

5 Prior to this incident 1 personally contacted the Woburn fire Department the OEQE the EPA and the Water Resources Authority 1 was attempting to vet clarification and advice on what is a proper means of disposal for this product ltAt that time my intent was to better advise our clientele on how to handle this substance after its use) 1 was referred in circular fashion from one group to another and was unable to get a definitive ansuer

Subsequent to the event 1 havt read all of the following Massachusetts Statutes

105CMR Appendix A substance list MGL Chapters 21C 210 21E 310CMR Section 30 314CMR Sections 1 - 15

1 do not wish to justify our actions nor question the agencys ruling However 1 middotwould like clarification of which criteria or statute the agency refers to in its assessment of this product and most particularly detailed instructions on proper disposal methods of small quantities

Consider the following 1 The ammonia sol uti on is not listed on the Substance List 105CMR

Attachment A Ammonia gas ltof a different CAS numbergt is listed

2 The same is true of 42USC Section 9601lt14gt bull bull

3 The substance h not 1h ted as a toxic pollutant in 314CMR 316 Appendix B

4 The solution in question has a Ph of 116 thus not meetint finition of corrosive waste as specified in 310CMR 30123slt1gtbull ~~~~~

c -- bull r ~ ~middot Sbullmiddot

The solution is not unlike household ammonia except in terms of its content ration Thus uoul d it qua 1i fy bull~ hounho 1 d uaste [310CMR30104(6)J

One alsc ~ight argue since the amount in questio~ uas less than 20kE p~rtaH it i~ unregulated classifying as insignificant uastes t310CMR 30 bull 353 I ( 1) J

Certainly the regulations are a source of confusion to the lay person Compounding this problem is the lack of one central advisory source to obtain needed information

1 regret that our actions caused our paths to cross but 1 uould appreciate a definitive statement relative to the substance it~elf and its proper disposal

Charrette is an ecologically minded company that strives to be a r4r onsible member of the business community as uell as a good neighbor t ur friends middotin IJoburn

1 look foruard to your earliest reply

Sincerely

eutlad l-~ Eduard J ~earthyDirector of Operations

EJMcmr

Enclosures lt2gt

cc Frank Sciannemeo OEQE 01R 1 IJinter Street Boston MA 02108 Captain Rooney IJoburn Fire Dept 10 Common St IJoburn MA 01801 Francis 0 Ryan BOH 13 Rear Church Ave IJoburn MA 01801 Mark Balding Charrette Corporation Ron Joaquirn Charrette Corporation

COMMONWEALTH OF MASSACHUSEn-S DEPARTMENT OF ENViRONMENTAL QUALITY ENGINEERING

DIVISION OF SOLID AND HAZARDOUS WASTE One Winter Street

Boston Massachusetts 021 08 bull Please punl ollypc Cform dulpned lor uM on thl~ 112-pnchllypewrolbullbull I Dtmiddot-5

2 Pegbull 1 llniOIIIIOioUtt urllre lhld~d 11111UNIFORM HAZARDOUS ~~~~7~QIamp~qONo 1~ Menrlttlf) o oq r~ftOI oocui1NI of Is not reqwed b1 Federal Ia IWASTE MANIFEST 3 G-bullbulltore Nemeend Malhng Addreu CAcr-r-e~E Co _Mtnlf~m~ ~631 0A~1( Avpound ~ ampk JtJIO ftA C WotdA m e bull UtaG~))pound bull Generetor ePhonrl ~i 1 Cji_r bull 600 0 Ol1f

6 US EPA 10 Numbtbull6~POrttr 1 ~Nt ~middot middot~ (tt6 (~~ ~- -middot~ et~~dNt IYIAiJ03 932~~5c 7 Trtnaporter 2 Company Nomr tl i US EPA 10 Number 0 T-potttrePhonlt fiiTt ~Y~-S1

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E-_ r fr-~pound 71r-r OLh1117i~JtQS iimiddot tSt (J=tr H hclltvbull- tN~bullltv ~- 12 Contlllllll 13 14 I

11 US COT Oescrrpt10n 1ncludmg Pro_ ShbullpPing Nome H111td Closs 1nd10 Number Totti UM Waste No No Type Quantity WtVOI

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s iCh --r rd - I -- ~ ~_ CFmiddot 1 shyp middotshy0 18 TranaPOIei 2 AcknowltodliemenljlfRttebullpl of M11er lel ~ I Dllt II T I

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19 011crepency lndrceuon Space

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20 hrrlrty Ow Of Opereor CHrcthon of racaopt of lllrardoul mtllfllll covered by th11 menbulllest UtiPill noted rn Item 19

I I DilL l y PrlfiIY111d Nemr bull

- )I I ISignor~ I j~ ~raquo Imiddot- I

I I I ~ I A i ~ ~ I--mIIf-dUMIIo ligtIKgt-QOU t llbullliObullIP

EPA Form 870022 Rev 9middot861 Prevloua edrtionaere obaolete

COPYgt3 GENERATOR-ftAILEIBYTStf

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EltHIBIl A

ARTICLES OF ORGANIZATION

D of

Charrette Cornoraticn

As a~cnded ptlrDllnt to Arreclcnt of Eercer dated April 1~ 1970 betHeel Chnrrettc Corporation and Charrette PrintinG Corporation and approbullred by unanimous vote of the stocltholders

1 The llale by tmiddotrhich the corporation shall be kno~m is

CHARRETrE CORPOnATIOll

2 The-purposes for trhich the corporation is formed are as follo~ls

a To carry on a general graphic printing and photographic business in all its various aspects 1nshycludint middotrithout lirdtation prodttction 1bullesearch and development of graphic techniques and processes

0 b To carry on a graphics supply business and

to buy sell process repair alter oanufacturet lease design and othermiddotiise deal in and tmiddotrith art1stsbull a1bullchitectsbull engineer~bull supplies naterials middotor plO

duc~s and coods -tares merchandise and personal properties of every kind and description

c To carry on any manufacturing mercantile selling management service or other business opmiddoterashytion or activity ~-thlch t1ay be laHfUlly carried on by a corporation organizod under the Business Corporation Lnt-t of The Comomrealth of lmiddotassachusetts whether ormiddot not related to those-referred to in the foregoing parashygraph middot

middotmiddotmiddot ci To carry on any busine~middotsmiddot operation or activity through amiddot ttholly middotor partly ownedmiddot subsidiary middot

e middot To carry on any business operation or activity referred to in the foregoinamp middot paragraphs to the same exshytent as might an individual t l-rhether as principal agent contractor or otherwise a~a either alone or in conjuncshytion or a joint venture ormiddot other arrangement tmiddottith any corporation as~ociatio~ trust firm or in~-vidualbull middot ~

middotr To have as additional purposes all pomiddotrers tranted to corporations by the la-ts of The Corunomtealth of ltassachusetts provided that no such purpose shall include any activity inconsistent -tith the Business Corporation Laf or the general lDofS Of ~aid CorlrlOnirealth

Cbull To be a partner in any business cntelbullprise thich the corpo1middotation ould have potcr to conduct by itself

3 The total n~nbcr of shares and the par value if any or each cla3S of stocl~ uhich tho corporation is authorized to issuel_ bullfS

Common Gtoc1~ 350000 sha1bulles par value ~100 per share Total ~~~ount ~350000

4 Only one class of stock is au~horizea and thus there middot are no special preferences etc

middot The restrictions i~posed by the Articles of Organizashytion upon the transfer of shares or stock are as follomiddotTs

Stool Transfer Restrictions--------middotmiddotmiddot----- shyNo share or the corporations stoclt shall be disposed of

nor shall any change in omership thereof or or any interest therein tal~e efiect except in accordance -tith the folloofingprovisions and each holder of shares of such stoclt holds such shares subject to such provisions and by accepting such shares agrees to such provisions for himself his legal repshyresentatives and assicns

1 VoluntarY Transfers No person having any prope1bullty middot interest in any share of stoclt (the 11Iiolder 11

) shall assigntransfermiddot sell subject to a security interest or othermiddotTise

L dispose or such share middotwithout first offering pursuant to Sections and 6 hereof to sell such sh~re to the corporationand the other holder~ of stock unless such disposition is an unrestricted transfer as defined in Section 10 hereof If the corporation rails to accept such offer pursuant to Section 7 hereof the holder may dispose of such share ithin one hundred and tuenty (120)middotdays from the date of suchmiddotorfer or tho date on which the price is finally dete~ined pu~suant to Section 6 hereof whichever middotis later to the transferee specified in the offerand if such disposition is not completely gratuitoust at a ~rice equal to or greater than the price as determined middot pursuant middotto the provisions of middot Section 6 hereof at uhichmiddotsuch share was offered to the corporation

2 InvoluntarY Transfers If any share- ar stock shall be involuntarily transfelmiddotrod trheth~r - by legal disability operashytion ofmiddotlal-r legal process order of court or otherwise othe than by virtue or the holders death the transferee shall offer pursuant to Sections 5 and 6 he~eof to sell such share to the corporation and ~he other holders or stock~ Such ofr~r shall be made ofithin and shall be deemed to have been made

0middot at the expiration or a period of ten (10) days after the date or such transfer

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3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

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arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

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it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

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tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

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-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

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To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

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CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

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of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

Auvust 25 1987

Commonwealth of Massachusetts Department of Envi~~nmental Quality Envineering 5 Commonwealth Avenue ~oburn MA 01801

Attn Richard J Chalpin Deputy Regional Enviornmental Engineer

Re Woburn - ERB-N87-999

Dear Sir -J

As you stated in your letter of August 14 1987 an incident occured on our premises on July 23 1987 which caused our company to become involved uith your agency

Per your request the information you seek is as follousa

1 A quantity of three lt3gt gallons of AMMONIUM HYDROXIDE SOLUTION ltNH40H amp H20gt was dispensed into a storm drain adJacent to our receiving dock by two of my employees at approKimately 500 PM on the aforementioned date They were disposing of liquid left in leaky container bottles and operating under the impression that since the ammonia is a water soluble substance suitably diluted it posed no har~ to the atmosphere

2 Acting upon the directive from your agency Clean Harbor pumped the middotdorm drain of 650 ltsh hundred fifty) gal 1 ons of liquid and presumably disposed of it in a proper manner thus ending any thraat

ln the future any nttd to dispose of same will be handled throuth the upplier a local concern that bottles this substance

3 As stated the three eallons of solution were the only substance involved and surely coupled wiih the actions described in lt2gt no long term threat e~ists

4 A copy of the manifest is attached A copy of an MSOS for this ~reduct is enclosed for your review as well

5 Prior to this incident 1 personally contacted the Woburn fire Department the OEQE the EPA and the Water Resources Authority 1 was attempting to vet clarification and advice on what is a proper means of disposal for this product ltAt that time my intent was to better advise our clientele on how to handle this substance after its use) 1 was referred in circular fashion from one group to another and was unable to get a definitive ansuer

Subsequent to the event 1 havt read all of the following Massachusetts Statutes

105CMR Appendix A substance list MGL Chapters 21C 210 21E 310CMR Section 30 314CMR Sections 1 - 15

1 do not wish to justify our actions nor question the agencys ruling However 1 middotwould like clarification of which criteria or statute the agency refers to in its assessment of this product and most particularly detailed instructions on proper disposal methods of small quantities

Consider the following 1 The ammonia sol uti on is not listed on the Substance List 105CMR

Attachment A Ammonia gas ltof a different CAS numbergt is listed

2 The same is true of 42USC Section 9601lt14gt bull bull

3 The substance h not 1h ted as a toxic pollutant in 314CMR 316 Appendix B

4 The solution in question has a Ph of 116 thus not meetint finition of corrosive waste as specified in 310CMR 30123slt1gtbull ~~~~~

c -- bull r ~ ~middot Sbullmiddot

The solution is not unlike household ammonia except in terms of its content ration Thus uoul d it qua 1i fy bull~ hounho 1 d uaste [310CMR30104(6)J

One alsc ~ight argue since the amount in questio~ uas less than 20kE p~rtaH it i~ unregulated classifying as insignificant uastes t310CMR 30 bull 353 I ( 1) J

Certainly the regulations are a source of confusion to the lay person Compounding this problem is the lack of one central advisory source to obtain needed information

1 regret that our actions caused our paths to cross but 1 uould appreciate a definitive statement relative to the substance it~elf and its proper disposal

Charrette is an ecologically minded company that strives to be a r4r onsible member of the business community as uell as a good neighbor t ur friends middotin IJoburn

1 look foruard to your earliest reply

Sincerely

eutlad l-~ Eduard J ~earthyDirector of Operations

EJMcmr

Enclosures lt2gt

cc Frank Sciannemeo OEQE 01R 1 IJinter Street Boston MA 02108 Captain Rooney IJoburn Fire Dept 10 Common St IJoburn MA 01801 Francis 0 Ryan BOH 13 Rear Church Ave IJoburn MA 01801 Mark Balding Charrette Corporation Ron Joaquirn Charrette Corporation

COMMONWEALTH OF MASSACHUSEn-S DEPARTMENT OF ENViRONMENTAL QUALITY ENGINEERING

DIVISION OF SOLID AND HAZARDOUS WASTE One Winter Street

Boston Massachusetts 021 08 bull Please punl ollypc Cform dulpned lor uM on thl~ 112-pnchllypewrolbullbull I Dtmiddot-5

2 Pegbull 1 llniOIIIIOioUtt urllre lhld~d 11111UNIFORM HAZARDOUS ~~~~7~QIamp~qONo 1~ Menrlttlf) o oq r~ftOI oocui1NI of Is not reqwed b1 Federal Ia IWASTE MANIFEST 3 G-bullbulltore Nemeend Malhng Addreu CAcr-r-e~E Co _Mtnlf~m~ ~631 0A~1( Avpound ~ ampk JtJIO ftA C WotdA m e bull UtaG~))pound bull Generetor ePhonrl ~i 1 Cji_r bull 600 0 Ol1f

6 US EPA 10 Numbtbull6~POrttr 1 ~Nt ~middot middot~ (tt6 (~~ ~- -middot~ et~~dNt IYIAiJ03 932~~5c 7 Trtnaporter 2 Company Nomr tl i US EPA 10 Number 0 T-potttrePhonlt fiiTt ~Y~-S1

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E-_ r fr-~pound 71r-r OLh1117i~JtQS iimiddot tSt (J=tr H hclltvbull- tN~bullltv ~- 12 Contlllllll 13 14 I

11 US COT Oescrrpt10n 1ncludmg Pro_ ShbullpPing Nome H111td Closs 1nd10 Number Totti UM Waste No No Type Quantity WtVOI

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IJ Ic If 1-n 1 ampemiddotge qanlot gtMrltor l ceruty the I 1 CM()g I TI ampn ptectto rtdwet thl IOlurne and 10attny of wtlttgcneretld to the dtgttt INYt dettmuned tc be toOfn t l pbullrtlte~ ( ICll lh111 I ht-e 11 1tctr~ the practkatH mttmx o 1fllttnr atobullegt ~dispose cuuafltlr ~lbt to me wtllclt fMnltltht pttaPnt and tutuft ttva11 t t hutnal _h tlt tPf Ol I rntnbull Of II I atft I tmlll OUIUV generaw I Mve fftiSI I OOod t11tr1ttton 10 mlntmlft In want ~netl1~ lnd IIWC tN belt WU1t maNgtfNn1 mt1nod thl lvlila blt 10 I G 1111 Cll unfdE - I 011lt I

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lt middot-I 17 TrenbullP~If 1 AtkIOgtiefllmbullnt of Recebullpt of Mlte rralt I D11r

IJ A Pnnrcl Typed Nom_ I

E ~~middot - jo~ 01 ~ Ibullmiddot II

s iCh --r rd - I -- ~ ~_ CFmiddot 1 shyp middotshy0 18 TranaPOIei 2 AcknowltodliemenljlfRttebullpl of M11er lel ~ I Dllt II T I

Prt~~IH7y_d 1V1mr I Sgnorurr

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19 011crepency lndrceuon Space

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20 hrrlrty Ow Of Opereor CHrcthon of racaopt of lllrardoul mtllfllll covered by th11 menbulllest UtiPill noted rn Item 19

I I DilL l y PrlfiIY111d Nemr bull

- )I I ISignor~ I j~ ~raquo Imiddot- I

I I I ~ I A i ~ ~ I--mIIf-dUMIIo ligtIKgt-QOU t llbullliObullIP

EPA Form 870022 Rev 9middot861 Prevloua edrtionaere obaolete

COPYgt3 GENERATOR-ftAILEIBYTStf

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EltHIBIl A

ARTICLES OF ORGANIZATION

D of

Charrette Cornoraticn

As a~cnded ptlrDllnt to Arreclcnt of Eercer dated April 1~ 1970 betHeel Chnrrettc Corporation and Charrette PrintinG Corporation and approbullred by unanimous vote of the stocltholders

1 The llale by tmiddotrhich the corporation shall be kno~m is

CHARRETrE CORPOnATIOll

2 The-purposes for trhich the corporation is formed are as follo~ls

a To carry on a general graphic printing and photographic business in all its various aspects 1nshycludint middotrithout lirdtation prodttction 1bullesearch and development of graphic techniques and processes

0 b To carry on a graphics supply business and

to buy sell process repair alter oanufacturet lease design and othermiddotiise deal in and tmiddotrith art1stsbull a1bullchitectsbull engineer~bull supplies naterials middotor plO

duc~s and coods -tares merchandise and personal properties of every kind and description

c To carry on any manufacturing mercantile selling management service or other business opmiddoterashytion or activity ~-thlch t1ay be laHfUlly carried on by a corporation organizod under the Business Corporation Lnt-t of The Comomrealth of lmiddotassachusetts whether ormiddot not related to those-referred to in the foregoing parashygraph middot

middotmiddotmiddot ci To carry on any busine~middotsmiddot operation or activity through amiddot ttholly middotor partly ownedmiddot subsidiary middot

e middot To carry on any business operation or activity referred to in the foregoinamp middot paragraphs to the same exshytent as might an individual t l-rhether as principal agent contractor or otherwise a~a either alone or in conjuncshytion or a joint venture ormiddot other arrangement tmiddottith any corporation as~ociatio~ trust firm or in~-vidualbull middot ~

middotr To have as additional purposes all pomiddotrers tranted to corporations by the la-ts of The Corunomtealth of ltassachusetts provided that no such purpose shall include any activity inconsistent -tith the Business Corporation Laf or the general lDofS Of ~aid CorlrlOnirealth

Cbull To be a partner in any business cntelbullprise thich the corpo1middotation ould have potcr to conduct by itself

3 The total n~nbcr of shares and the par value if any or each cla3S of stocl~ uhich tho corporation is authorized to issuel_ bullfS

Common Gtoc1~ 350000 sha1bulles par value ~100 per share Total ~~~ount ~350000

4 Only one class of stock is au~horizea and thus there middot are no special preferences etc

middot The restrictions i~posed by the Articles of Organizashytion upon the transfer of shares or stock are as follomiddotTs

Stool Transfer Restrictions--------middotmiddotmiddot----- shyNo share or the corporations stoclt shall be disposed of

nor shall any change in omership thereof or or any interest therein tal~e efiect except in accordance -tith the folloofingprovisions and each holder of shares of such stoclt holds such shares subject to such provisions and by accepting such shares agrees to such provisions for himself his legal repshyresentatives and assicns

1 VoluntarY Transfers No person having any prope1bullty middot interest in any share of stoclt (the 11Iiolder 11

) shall assigntransfermiddot sell subject to a security interest or othermiddotTise

L dispose or such share middotwithout first offering pursuant to Sections and 6 hereof to sell such sh~re to the corporationand the other holder~ of stock unless such disposition is an unrestricted transfer as defined in Section 10 hereof If the corporation rails to accept such offer pursuant to Section 7 hereof the holder may dispose of such share ithin one hundred and tuenty (120)middotdays from the date of suchmiddotorfer or tho date on which the price is finally dete~ined pu~suant to Section 6 hereof whichever middotis later to the transferee specified in the offerand if such disposition is not completely gratuitoust at a ~rice equal to or greater than the price as determined middot pursuant middotto the provisions of middot Section 6 hereof at uhichmiddotsuch share was offered to the corporation

2 InvoluntarY Transfers If any share- ar stock shall be involuntarily transfelmiddotrod trheth~r - by legal disability operashytion ofmiddotlal-r legal process order of court or otherwise othe than by virtue or the holders death the transferee shall offer pursuant to Sections 5 and 6 he~eof to sell such share to the corporation and ~he other holders or stock~ Such ofr~r shall be made ofithin and shall be deemed to have been made

0middot at the expiration or a period of ten (10) days after the date or such transfer

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I I I I

3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

-3shy

arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

-4shy

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it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

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I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

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-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

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To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

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CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

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of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

3 As stated the three eallons of solution were the only substance involved and surely coupled wiih the actions described in lt2gt no long term threat e~ists

4 A copy of the manifest is attached A copy of an MSOS for this ~reduct is enclosed for your review as well

5 Prior to this incident 1 personally contacted the Woburn fire Department the OEQE the EPA and the Water Resources Authority 1 was attempting to vet clarification and advice on what is a proper means of disposal for this product ltAt that time my intent was to better advise our clientele on how to handle this substance after its use) 1 was referred in circular fashion from one group to another and was unable to get a definitive ansuer

Subsequent to the event 1 havt read all of the following Massachusetts Statutes

105CMR Appendix A substance list MGL Chapters 21C 210 21E 310CMR Section 30 314CMR Sections 1 - 15

1 do not wish to justify our actions nor question the agencys ruling However 1 middotwould like clarification of which criteria or statute the agency refers to in its assessment of this product and most particularly detailed instructions on proper disposal methods of small quantities

Consider the following 1 The ammonia sol uti on is not listed on the Substance List 105CMR

Attachment A Ammonia gas ltof a different CAS numbergt is listed

2 The same is true of 42USC Section 9601lt14gt bull bull

3 The substance h not 1h ted as a toxic pollutant in 314CMR 316 Appendix B

4 The solution in question has a Ph of 116 thus not meetint finition of corrosive waste as specified in 310CMR 30123slt1gtbull ~~~~~

c -- bull r ~ ~middot Sbullmiddot

The solution is not unlike household ammonia except in terms of its content ration Thus uoul d it qua 1i fy bull~ hounho 1 d uaste [310CMR30104(6)J

One alsc ~ight argue since the amount in questio~ uas less than 20kE p~rtaH it i~ unregulated classifying as insignificant uastes t310CMR 30 bull 353 I ( 1) J

Certainly the regulations are a source of confusion to the lay person Compounding this problem is the lack of one central advisory source to obtain needed information

1 regret that our actions caused our paths to cross but 1 uould appreciate a definitive statement relative to the substance it~elf and its proper disposal

Charrette is an ecologically minded company that strives to be a r4r onsible member of the business community as uell as a good neighbor t ur friends middotin IJoburn

1 look foruard to your earliest reply

Sincerely

eutlad l-~ Eduard J ~earthyDirector of Operations

EJMcmr

Enclosures lt2gt

cc Frank Sciannemeo OEQE 01R 1 IJinter Street Boston MA 02108 Captain Rooney IJoburn Fire Dept 10 Common St IJoburn MA 01801 Francis 0 Ryan BOH 13 Rear Church Ave IJoburn MA 01801 Mark Balding Charrette Corporation Ron Joaquirn Charrette Corporation

COMMONWEALTH OF MASSACHUSEn-S DEPARTMENT OF ENViRONMENTAL QUALITY ENGINEERING

DIVISION OF SOLID AND HAZARDOUS WASTE One Winter Street

Boston Massachusetts 021 08 bull Please punl ollypc Cform dulpned lor uM on thl~ 112-pnchllypewrolbullbull I Dtmiddot-5

2 Pegbull 1 llniOIIIIOioUtt urllre lhld~d 11111UNIFORM HAZARDOUS ~~~~7~QIamp~qONo 1~ Menrlttlf) o oq r~ftOI oocui1NI of Is not reqwed b1 Federal Ia IWASTE MANIFEST 3 G-bullbulltore Nemeend Malhng Addreu CAcr-r-e~E Co _Mtnlf~m~ ~631 0A~1( Avpound ~ ampk JtJIO ftA C WotdA m e bull UtaG~))pound bull Generetor ePhonrl ~i 1 Cji_r bull 600 0 Ol1f

6 US EPA 10 Numbtbull6~POrttr 1 ~Nt ~middot middot~ (tt6 (~~ ~- -middot~ et~~dNt IYIAiJ03 932~~5c 7 Trtnaporter 2 Company Nomr tl i US EPA 10 Number 0 T-potttrePhonlt fiiTt ~Y~-S1

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E-_ r fr-~pound 71r-r OLh1117i~JtQS iimiddot tSt (J=tr H hclltvbull- tN~bullltv ~- 12 Contlllllll 13 14 I

11 US COT Oescrrpt10n 1ncludmg Pro_ ShbullpPing Nome H111td Closs 1nd10 Number Totti UM Waste No No Type Quantity WtVOI

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IJ Ic If 1-n 1 ampemiddotge qanlot gtMrltor l ceruty the I 1 CM()g I TI ampn ptectto rtdwet thl IOlurne and 10attny of wtlttgcneretld to the dtgttt INYt dettmuned tc be toOfn t l pbullrtlte~ ( ICll lh111 I ht-e 11 1tctr~ the practkatH mttmx o 1fllttnr atobullegt ~dispose cuuafltlr ~lbt to me wtllclt fMnltltht pttaPnt and tutuft ttva11 t t hutnal _h tlt tPf Ol I rntnbull Of II I atft I tmlll OUIUV generaw I Mve fftiSI I OOod t11tr1ttton 10 mlntmlft In want ~netl1~ lnd IIWC tN belt WU1t maNgtfNn1 mt1nod thl lvlila blt 10 I G 1111 Cll unfdE - I 011lt I

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IJ A Pnnrcl Typed Nom_ I

E ~~middot - jo~ 01 ~ Ibullmiddot II

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Prt~~IH7y_d 1V1mr I Sgnorurr

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19 011crepency lndrceuon Space

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20 hrrlrty Ow Of Opereor CHrcthon of racaopt of lllrardoul mtllfllll covered by th11 menbulllest UtiPill noted rn Item 19

I I DilL l y PrlfiIY111d Nemr bull

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I I I ~ I A i ~ ~ I--mIIf-dUMIIo ligtIKgt-QOU t llbullliObullIP

EPA Form 870022 Rev 9middot861 Prevloua edrtionaere obaolete

COPYgt3 GENERATOR-ftAILEIBYTStf

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EltHIBIl A

ARTICLES OF ORGANIZATION

D of

Charrette Cornoraticn

As a~cnded ptlrDllnt to Arreclcnt of Eercer dated April 1~ 1970 betHeel Chnrrettc Corporation and Charrette PrintinG Corporation and approbullred by unanimous vote of the stocltholders

1 The llale by tmiddotrhich the corporation shall be kno~m is

CHARRETrE CORPOnATIOll

2 The-purposes for trhich the corporation is formed are as follo~ls

a To carry on a general graphic printing and photographic business in all its various aspects 1nshycludint middotrithout lirdtation prodttction 1bullesearch and development of graphic techniques and processes

0 b To carry on a graphics supply business and

to buy sell process repair alter oanufacturet lease design and othermiddotiise deal in and tmiddotrith art1stsbull a1bullchitectsbull engineer~bull supplies naterials middotor plO

duc~s and coods -tares merchandise and personal properties of every kind and description

c To carry on any manufacturing mercantile selling management service or other business opmiddoterashytion or activity ~-thlch t1ay be laHfUlly carried on by a corporation organizod under the Business Corporation Lnt-t of The Comomrealth of lmiddotassachusetts whether ormiddot not related to those-referred to in the foregoing parashygraph middot

middotmiddotmiddot ci To carry on any busine~middotsmiddot operation or activity through amiddot ttholly middotor partly ownedmiddot subsidiary middot

e middot To carry on any business operation or activity referred to in the foregoinamp middot paragraphs to the same exshytent as might an individual t l-rhether as principal agent contractor or otherwise a~a either alone or in conjuncshytion or a joint venture ormiddot other arrangement tmiddottith any corporation as~ociatio~ trust firm or in~-vidualbull middot ~

middotr To have as additional purposes all pomiddotrers tranted to corporations by the la-ts of The Corunomtealth of ltassachusetts provided that no such purpose shall include any activity inconsistent -tith the Business Corporation Laf or the general lDofS Of ~aid CorlrlOnirealth

Cbull To be a partner in any business cntelbullprise thich the corpo1middotation ould have potcr to conduct by itself

3 The total n~nbcr of shares and the par value if any or each cla3S of stocl~ uhich tho corporation is authorized to issuel_ bullfS

Common Gtoc1~ 350000 sha1bulles par value ~100 per share Total ~~~ount ~350000

4 Only one class of stock is au~horizea and thus there middot are no special preferences etc

middot The restrictions i~posed by the Articles of Organizashytion upon the transfer of shares or stock are as follomiddotTs

Stool Transfer Restrictions--------middotmiddotmiddot----- shyNo share or the corporations stoclt shall be disposed of

nor shall any change in omership thereof or or any interest therein tal~e efiect except in accordance -tith the folloofingprovisions and each holder of shares of such stoclt holds such shares subject to such provisions and by accepting such shares agrees to such provisions for himself his legal repshyresentatives and assicns

1 VoluntarY Transfers No person having any prope1bullty middot interest in any share of stoclt (the 11Iiolder 11

) shall assigntransfermiddot sell subject to a security interest or othermiddotTise

L dispose or such share middotwithout first offering pursuant to Sections and 6 hereof to sell such sh~re to the corporationand the other holder~ of stock unless such disposition is an unrestricted transfer as defined in Section 10 hereof If the corporation rails to accept such offer pursuant to Section 7 hereof the holder may dispose of such share ithin one hundred and tuenty (120)middotdays from the date of suchmiddotorfer or tho date on which the price is finally dete~ined pu~suant to Section 6 hereof whichever middotis later to the transferee specified in the offerand if such disposition is not completely gratuitoust at a ~rice equal to or greater than the price as determined middot pursuant middotto the provisions of middot Section 6 hereof at uhichmiddotsuch share was offered to the corporation

2 InvoluntarY Transfers If any share- ar stock shall be involuntarily transfelmiddotrod trheth~r - by legal disability operashytion ofmiddotlal-r legal process order of court or otherwise othe than by virtue or the holders death the transferee shall offer pursuant to Sections 5 and 6 he~eof to sell such share to the corporation and ~he other holders or stock~ Such ofr~r shall be made ofithin and shall be deemed to have been made

0middot at the expiration or a period of ten (10) days after the date or such transfer

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I I I I

3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

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arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

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bullbull bull bull

it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

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I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

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-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

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To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

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CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

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of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

The solution is not unlike household ammonia except in terms of its content ration Thus uoul d it qua 1i fy bull~ hounho 1 d uaste [310CMR30104(6)J

One alsc ~ight argue since the amount in questio~ uas less than 20kE p~rtaH it i~ unregulated classifying as insignificant uastes t310CMR 30 bull 353 I ( 1) J

Certainly the regulations are a source of confusion to the lay person Compounding this problem is the lack of one central advisory source to obtain needed information

1 regret that our actions caused our paths to cross but 1 uould appreciate a definitive statement relative to the substance it~elf and its proper disposal

Charrette is an ecologically minded company that strives to be a r4r onsible member of the business community as uell as a good neighbor t ur friends middotin IJoburn

1 look foruard to your earliest reply

Sincerely

eutlad l-~ Eduard J ~earthyDirector of Operations

EJMcmr

Enclosures lt2gt

cc Frank Sciannemeo OEQE 01R 1 IJinter Street Boston MA 02108 Captain Rooney IJoburn Fire Dept 10 Common St IJoburn MA 01801 Francis 0 Ryan BOH 13 Rear Church Ave IJoburn MA 01801 Mark Balding Charrette Corporation Ron Joaquirn Charrette Corporation

COMMONWEALTH OF MASSACHUSEn-S DEPARTMENT OF ENViRONMENTAL QUALITY ENGINEERING

DIVISION OF SOLID AND HAZARDOUS WASTE One Winter Street

Boston Massachusetts 021 08 bull Please punl ollypc Cform dulpned lor uM on thl~ 112-pnchllypewrolbullbull I Dtmiddot-5

2 Pegbull 1 llniOIIIIOioUtt urllre lhld~d 11111UNIFORM HAZARDOUS ~~~~7~QIamp~qONo 1~ Menrlttlf) o oq r~ftOI oocui1NI of Is not reqwed b1 Federal Ia IWASTE MANIFEST 3 G-bullbulltore Nemeend Malhng Addreu CAcr-r-e~E Co _Mtnlf~m~ ~631 0A~1( Avpound ~ ampk JtJIO ftA C WotdA m e bull UtaG~))pound bull Generetor ePhonrl ~i 1 Cji_r bull 600 0 Ol1f

6 US EPA 10 Numbtbull6~POrttr 1 ~Nt ~middot middot~ (tt6 (~~ ~- -middot~ et~~dNt IYIAiJ03 932~~5c 7 Trtnaporter 2 Company Nomr tl i US EPA 10 Number 0 T-potttrePhonlt fiiTt ~Y~-S1

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IJ A Pnnrcl Typed Nom_ I

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19 011crepency lndrceuon Space

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20 hrrlrty Ow Of Opereor CHrcthon of racaopt of lllrardoul mtllfllll covered by th11 menbulllest UtiPill noted rn Item 19

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EPA Form 870022 Rev 9middot861 Prevloua edrtionaere obaolete

COPYgt3 GENERATOR-ftAILEIBYTStf

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EltHIBIl A

ARTICLES OF ORGANIZATION

D of

Charrette Cornoraticn

As a~cnded ptlrDllnt to Arreclcnt of Eercer dated April 1~ 1970 betHeel Chnrrettc Corporation and Charrette PrintinG Corporation and approbullred by unanimous vote of the stocltholders

1 The llale by tmiddotrhich the corporation shall be kno~m is

CHARRETrE CORPOnATIOll

2 The-purposes for trhich the corporation is formed are as follo~ls

a To carry on a general graphic printing and photographic business in all its various aspects 1nshycludint middotrithout lirdtation prodttction 1bullesearch and development of graphic techniques and processes

0 b To carry on a graphics supply business and

to buy sell process repair alter oanufacturet lease design and othermiddotiise deal in and tmiddotrith art1stsbull a1bullchitectsbull engineer~bull supplies naterials middotor plO

duc~s and coods -tares merchandise and personal properties of every kind and description

c To carry on any manufacturing mercantile selling management service or other business opmiddoterashytion or activity ~-thlch t1ay be laHfUlly carried on by a corporation organizod under the Business Corporation Lnt-t of The Comomrealth of lmiddotassachusetts whether ormiddot not related to those-referred to in the foregoing parashygraph middot

middotmiddotmiddot ci To carry on any busine~middotsmiddot operation or activity through amiddot ttholly middotor partly ownedmiddot subsidiary middot

e middot To carry on any business operation or activity referred to in the foregoinamp middot paragraphs to the same exshytent as might an individual t l-rhether as principal agent contractor or otherwise a~a either alone or in conjuncshytion or a joint venture ormiddot other arrangement tmiddottith any corporation as~ociatio~ trust firm or in~-vidualbull middot ~

middotr To have as additional purposes all pomiddotrers tranted to corporations by the la-ts of The Corunomtealth of ltassachusetts provided that no such purpose shall include any activity inconsistent -tith the Business Corporation Laf or the general lDofS Of ~aid CorlrlOnirealth

Cbull To be a partner in any business cntelbullprise thich the corpo1middotation ould have potcr to conduct by itself

3 The total n~nbcr of shares and the par value if any or each cla3S of stocl~ uhich tho corporation is authorized to issuel_ bullfS

Common Gtoc1~ 350000 sha1bulles par value ~100 per share Total ~~~ount ~350000

4 Only one class of stock is au~horizea and thus there middot are no special preferences etc

middot The restrictions i~posed by the Articles of Organizashytion upon the transfer of shares or stock are as follomiddotTs

Stool Transfer Restrictions--------middotmiddotmiddot----- shyNo share or the corporations stoclt shall be disposed of

nor shall any change in omership thereof or or any interest therein tal~e efiect except in accordance -tith the folloofingprovisions and each holder of shares of such stoclt holds such shares subject to such provisions and by accepting such shares agrees to such provisions for himself his legal repshyresentatives and assicns

1 VoluntarY Transfers No person having any prope1bullty middot interest in any share of stoclt (the 11Iiolder 11

) shall assigntransfermiddot sell subject to a security interest or othermiddotTise

L dispose or such share middotwithout first offering pursuant to Sections and 6 hereof to sell such sh~re to the corporationand the other holder~ of stock unless such disposition is an unrestricted transfer as defined in Section 10 hereof If the corporation rails to accept such offer pursuant to Section 7 hereof the holder may dispose of such share ithin one hundred and tuenty (120)middotdays from the date of suchmiddotorfer or tho date on which the price is finally dete~ined pu~suant to Section 6 hereof whichever middotis later to the transferee specified in the offerand if such disposition is not completely gratuitoust at a ~rice equal to or greater than the price as determined middot pursuant middotto the provisions of middot Section 6 hereof at uhichmiddotsuch share was offered to the corporation

2 InvoluntarY Transfers If any share- ar stock shall be involuntarily transfelmiddotrod trheth~r - by legal disability operashytion ofmiddotlal-r legal process order of court or otherwise othe than by virtue or the holders death the transferee shall offer pursuant to Sections 5 and 6 he~eof to sell such share to the corporation and ~he other holders or stock~ Such ofr~r shall be made ofithin and shall be deemed to have been made

0middot at the expiration or a period of ten (10) days after the date or such transfer

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3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

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arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

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it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

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I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

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-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

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To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

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CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

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of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

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COMMONWEALTH OF MASSACHUSEn-S DEPARTMENT OF ENViRONMENTAL QUALITY ENGINEERING

DIVISION OF SOLID AND HAZARDOUS WASTE One Winter Street

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EPA Form 870022 Rev 9middot861 Prevloua edrtionaere obaolete

COPYgt3 GENERATOR-ftAILEIBYTStf

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EltHIBIl A

ARTICLES OF ORGANIZATION

D of

Charrette Cornoraticn

As a~cnded ptlrDllnt to Arreclcnt of Eercer dated April 1~ 1970 betHeel Chnrrettc Corporation and Charrette PrintinG Corporation and approbullred by unanimous vote of the stocltholders

1 The llale by tmiddotrhich the corporation shall be kno~m is

CHARRETrE CORPOnATIOll

2 The-purposes for trhich the corporation is formed are as follo~ls

a To carry on a general graphic printing and photographic business in all its various aspects 1nshycludint middotrithout lirdtation prodttction 1bullesearch and development of graphic techniques and processes

0 b To carry on a graphics supply business and

to buy sell process repair alter oanufacturet lease design and othermiddotiise deal in and tmiddotrith art1stsbull a1bullchitectsbull engineer~bull supplies naterials middotor plO

duc~s and coods -tares merchandise and personal properties of every kind and description

c To carry on any manufacturing mercantile selling management service or other business opmiddoterashytion or activity ~-thlch t1ay be laHfUlly carried on by a corporation organizod under the Business Corporation Lnt-t of The Comomrealth of lmiddotassachusetts whether ormiddot not related to those-referred to in the foregoing parashygraph middot

middotmiddotmiddot ci To carry on any busine~middotsmiddot operation or activity through amiddot ttholly middotor partly ownedmiddot subsidiary middot

e middot To carry on any business operation or activity referred to in the foregoinamp middot paragraphs to the same exshytent as might an individual t l-rhether as principal agent contractor or otherwise a~a either alone or in conjuncshytion or a joint venture ormiddot other arrangement tmiddottith any corporation as~ociatio~ trust firm or in~-vidualbull middot ~

middotr To have as additional purposes all pomiddotrers tranted to corporations by the la-ts of The Corunomtealth of ltassachusetts provided that no such purpose shall include any activity inconsistent -tith the Business Corporation Laf or the general lDofS Of ~aid CorlrlOnirealth

Cbull To be a partner in any business cntelbullprise thich the corpo1middotation ould have potcr to conduct by itself

3 The total n~nbcr of shares and the par value if any or each cla3S of stocl~ uhich tho corporation is authorized to issuel_ bullfS

Common Gtoc1~ 350000 sha1bulles par value ~100 per share Total ~~~ount ~350000

4 Only one class of stock is au~horizea and thus there middot are no special preferences etc

middot The restrictions i~posed by the Articles of Organizashytion upon the transfer of shares or stock are as follomiddotTs

Stool Transfer Restrictions--------middotmiddotmiddot----- shyNo share or the corporations stoclt shall be disposed of

nor shall any change in omership thereof or or any interest therein tal~e efiect except in accordance -tith the folloofingprovisions and each holder of shares of such stoclt holds such shares subject to such provisions and by accepting such shares agrees to such provisions for himself his legal repshyresentatives and assicns

1 VoluntarY Transfers No person having any prope1bullty middot interest in any share of stoclt (the 11Iiolder 11

) shall assigntransfermiddot sell subject to a security interest or othermiddotTise

L dispose or such share middotwithout first offering pursuant to Sections and 6 hereof to sell such sh~re to the corporationand the other holder~ of stock unless such disposition is an unrestricted transfer as defined in Section 10 hereof If the corporation rails to accept such offer pursuant to Section 7 hereof the holder may dispose of such share ithin one hundred and tuenty (120)middotdays from the date of suchmiddotorfer or tho date on which the price is finally dete~ined pu~suant to Section 6 hereof whichever middotis later to the transferee specified in the offerand if such disposition is not completely gratuitoust at a ~rice equal to or greater than the price as determined middot pursuant middotto the provisions of middot Section 6 hereof at uhichmiddotsuch share was offered to the corporation

2 InvoluntarY Transfers If any share- ar stock shall be involuntarily transfelmiddotrod trheth~r - by legal disability operashytion ofmiddotlal-r legal process order of court or otherwise othe than by virtue or the holders death the transferee shall offer pursuant to Sections 5 and 6 he~eof to sell such share to the corporation and ~he other holders or stock~ Such ofr~r shall be made ofithin and shall be deemed to have been made

0middot at the expiration or a period of ten (10) days after the date or such transfer

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3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

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arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

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it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

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tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

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individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

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To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

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CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

EltHIBIl A

ARTICLES OF ORGANIZATION

D of

Charrette Cornoraticn

As a~cnded ptlrDllnt to Arreclcnt of Eercer dated April 1~ 1970 betHeel Chnrrettc Corporation and Charrette PrintinG Corporation and approbullred by unanimous vote of the stocltholders

1 The llale by tmiddotrhich the corporation shall be kno~m is

CHARRETrE CORPOnATIOll

2 The-purposes for trhich the corporation is formed are as follo~ls

a To carry on a general graphic printing and photographic business in all its various aspects 1nshycludint middotrithout lirdtation prodttction 1bullesearch and development of graphic techniques and processes

0 b To carry on a graphics supply business and

to buy sell process repair alter oanufacturet lease design and othermiddotiise deal in and tmiddotrith art1stsbull a1bullchitectsbull engineer~bull supplies naterials middotor plO

duc~s and coods -tares merchandise and personal properties of every kind and description

c To carry on any manufacturing mercantile selling management service or other business opmiddoterashytion or activity ~-thlch t1ay be laHfUlly carried on by a corporation organizod under the Business Corporation Lnt-t of The Comomrealth of lmiddotassachusetts whether ormiddot not related to those-referred to in the foregoing parashygraph middot

middotmiddotmiddot ci To carry on any busine~middotsmiddot operation or activity through amiddot ttholly middotor partly ownedmiddot subsidiary middot

e middot To carry on any business operation or activity referred to in the foregoinamp middot paragraphs to the same exshytent as might an individual t l-rhether as principal agent contractor or otherwise a~a either alone or in conjuncshytion or a joint venture ormiddot other arrangement tmiddottith any corporation as~ociatio~ trust firm or in~-vidualbull middot ~

middotr To have as additional purposes all pomiddotrers tranted to corporations by the la-ts of The Corunomtealth of ltassachusetts provided that no such purpose shall include any activity inconsistent -tith the Business Corporation Laf or the general lDofS Of ~aid CorlrlOnirealth

Cbull To be a partner in any business cntelbullprise thich the corpo1middotation ould have potcr to conduct by itself

3 The total n~nbcr of shares and the par value if any or each cla3S of stocl~ uhich tho corporation is authorized to issuel_ bullfS

Common Gtoc1~ 350000 sha1bulles par value ~100 per share Total ~~~ount ~350000

4 Only one class of stock is au~horizea and thus there middot are no special preferences etc

middot The restrictions i~posed by the Articles of Organizashytion upon the transfer of shares or stock are as follomiddotTs

Stool Transfer Restrictions--------middotmiddotmiddot----- shyNo share or the corporations stoclt shall be disposed of

nor shall any change in omership thereof or or any interest therein tal~e efiect except in accordance -tith the folloofingprovisions and each holder of shares of such stoclt holds such shares subject to such provisions and by accepting such shares agrees to such provisions for himself his legal repshyresentatives and assicns

1 VoluntarY Transfers No person having any prope1bullty middot interest in any share of stoclt (the 11Iiolder 11

) shall assigntransfermiddot sell subject to a security interest or othermiddotTise

L dispose or such share middotwithout first offering pursuant to Sections and 6 hereof to sell such sh~re to the corporationand the other holder~ of stock unless such disposition is an unrestricted transfer as defined in Section 10 hereof If the corporation rails to accept such offer pursuant to Section 7 hereof the holder may dispose of such share ithin one hundred and tuenty (120)middotdays from the date of suchmiddotorfer or tho date on which the price is finally dete~ined pu~suant to Section 6 hereof whichever middotis later to the transferee specified in the offerand if such disposition is not completely gratuitoust at a ~rice equal to or greater than the price as determined middot pursuant middotto the provisions of middot Section 6 hereof at uhichmiddotsuch share was offered to the corporation

2 InvoluntarY Transfers If any share- ar stock shall be involuntarily transfelmiddotrod trheth~r - by legal disability operashytion ofmiddotlal-r legal process order of court or otherwise othe than by virtue or the holders death the transferee shall offer pursuant to Sections 5 and 6 he~eof to sell such share to the corporation and ~he other holders or stock~ Such ofr~r shall be made ofithin and shall be deemed to have been made

0middot at the expiration or a period of ten (10) days after the date or such transfer

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I I I I

3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

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arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

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bullbull bull bull

it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

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I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

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-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

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bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

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- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

Cbull To be a partner in any business cntelbullprise thich the corpo1middotation ould have potcr to conduct by itself

3 The total n~nbcr of shares and the par value if any or each cla3S of stocl~ uhich tho corporation is authorized to issuel_ bullfS

Common Gtoc1~ 350000 sha1bulles par value ~100 per share Total ~~~ount ~350000

4 Only one class of stock is au~horizea and thus there middot are no special preferences etc

middot The restrictions i~posed by the Articles of Organizashytion upon the transfer of shares or stock are as follomiddotTs

Stool Transfer Restrictions--------middotmiddotmiddot----- shyNo share or the corporations stoclt shall be disposed of

nor shall any change in omership thereof or or any interest therein tal~e efiect except in accordance -tith the folloofingprovisions and each holder of shares of such stoclt holds such shares subject to such provisions and by accepting such shares agrees to such provisions for himself his legal repshyresentatives and assicns

1 VoluntarY Transfers No person having any prope1bullty middot interest in any share of stoclt (the 11Iiolder 11

) shall assigntransfermiddot sell subject to a security interest or othermiddotTise

L dispose or such share middotwithout first offering pursuant to Sections and 6 hereof to sell such sh~re to the corporationand the other holder~ of stock unless such disposition is an unrestricted transfer as defined in Section 10 hereof If the corporation rails to accept such offer pursuant to Section 7 hereof the holder may dispose of such share ithin one hundred and tuenty (120)middotdays from the date of suchmiddotorfer or tho date on which the price is finally dete~ined pu~suant to Section 6 hereof whichever middotis later to the transferee specified in the offerand if such disposition is not completely gratuitoust at a ~rice equal to or greater than the price as determined middot pursuant middotto the provisions of middot Section 6 hereof at uhichmiddotsuch share was offered to the corporation

2 InvoluntarY Transfers If any share- ar stock shall be involuntarily transfelmiddotrod trheth~r - by legal disability operashytion ofmiddotlal-r legal process order of court or otherwise othe than by virtue or the holders death the transferee shall offer pursuant to Sections 5 and 6 he~eof to sell such share to the corporation and ~he other holders or stock~ Such ofr~r shall be made ofithin and shall be deemed to have been made

0middot at the expiration or a period of ten (10) days after the date or such transfer

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I I I I

3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

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arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

-4shy

bullbull bull bull

it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

-5shy

I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

-6shy

-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

-7shy

bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

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- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

I I I I

3 Denth or Holder The leeal rep1bullesentatives of the estate of each holder shall offer pursuant to Sections $ and 6

I bull hereof to sell to the corporation all sharqs of stoclt included in such estete Such offer shall be made within and if not

L matle shall be decrled to have been made at the expiration of a period of ten (10) days after the qualification of such legal

middotmiddotteprcsentative

middotmiddot 4 Famtl y of Inrured Jo~~ploreo On the denth of any middot employee hose life is at the date or his death insure by

the corporation plrsuant to a stock retirement agree1tentexecuted by such employee and the corporation any lenber of the family of such employee and any trustee of a trust for the benefit of any member of the family of such employee otho holds any stock shall offer pursuant to Sections 5 and 6 middothereof to sell to the corporation all such shares SUch offer middot shall be made within and shall be deemed to have been made at the

- - -middot------exptratbnmiddot-or - a period of ten (10) days after the death of such insured a~ployee For the purposes of this section the family of an enployee shall mean his spouse his brothers and sisters and his lineal descendants and the term lineal desshycendants shall include adopted children

middot 5 Form and Content of Offer Any offer middotmade hereunder shall (unless deemed to be made under Sections 2 3 or 4) (a) be in writinc7 (b) be mailed registered mail postage prepaiot to the corpora~ion attention of its president or treasurer (cJ specshyr ify the mmber of shares offered to the corporation anlti the munshy

ber of each certificate representinc such shares f the offer is made pursuant to Section 1 or Section 2 hereof it shall also state the name and address of each proposed transferee or in the case of an involuntary transfer of each transferee

6 Price at ~fuich Shares Are to be Offered The price at middotthich shares of stock shall be offered shall be the value of the shares othich shall be determined as follows middot

On or as of July 1 of each year the value of each sh~re of stock including good will shall bemiddot determined br the holders qf stock and t~e corporashytion and shall be recorded by the clerk of the corporation ori a record to be kept with the other records of tnemiddot corporation The value of each share of stoclt as last previcu sly determined and middotset forth in the recordsof the corporation shall control exshycept that if more than thirteen months have elapsedsince the date of the last determination of value the value of each share of stock shall be determined as of the date of the offer gty the middotcorporation and the person malting thmiddotemiddotoffer If the corporation and person rnakinemiddot the offetbull are unable to agree upon such value within ten (10) days after the date of the offer theil such value shall be fixed by albullbitration the arbitrators to be selected as follotfs The corporationmiddotand the person mating the offer shall each select an

-3shy

arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

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bullbull bull bull

it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

-5shy

I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

-6shy

-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

-7shy

bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

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- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

arbitrator If the tmiddotto arbitrators cannot acree ( upon such value ttithin ten (10) days eftor appointshy

111ent the toJO arlgtitrators shall select a thild arbitrator and the decision of a majority of theml~ shall lgte ccnclusive as to such value

7 rcent~ncc of Cffe~ If the offer is mde ptrsuantto Sections 1 or 2 he~eof the clerl shall notify each holder

middot middot of stock (ot~er than the offeror) of the terms of the offer The co1middotporation and such holde1bulls of stoc1 uho are entitled to receive notice of the offer pursucnt to the preceding middot sentence or any of the foregoing moy agr~e to purchase the shares offered pursuant to these provisions within thirty (30)days from the date of the offer 7 or the date on which the price is finally deterrtined Hhlchever is later by onbullitten notice to the offeror amp1von on behalf of the purchasers by

- middot------middotthmiddoteclar~-middot-such notice shall indicate the number of shares to be purchased which unless the offeror and the purchasersshHll otheltmiddotTise agree in middotrr1ting shall be ~qual to the number of shares offered middot

8 The Clostnr Dnte Tlle notice given by the clerk to the offeror pursuant to Section 7 hereof shall specify a closing date hich shall not oe more than thirty (30) days

middot later thun the date on middotthich such notice is sent to tho offeror ~~y purchase of shares hereunder shall be consumshy

mat~d on the closing date ~pec1ficd in such notice

9 middot~trchase of Shares On the closing date the purchasersshall par to the offeror tho purchase price of the shares to be purchased against delivery to theo of the certificates r~preshysent1ng such shares properly endorsed or accompanied by executed

stoclt potmiddotrers and acconpanied by docunentary tax stamps in the amow1t of any stocl- transfer tax payable trith respect to such purchase The purchase price shall be paid in cash or by cershytified check In middotthe alternative the purchase pr~co may middotbe paid in installments upon terms and conditions to be agreed by the parties

10 Uri1bullestricted Transfers NotlmiddotTithstanding the provisions

of Section 1 hereof any omer of a share middotpf stocl may freely bull ~ransfor any such share to his spousemiddot to his brothers and sis- ters to any of his lineal descendants or to any trust exclusshyively for the benefit of any one or more of such spouse brothers and sisters and lineal descendants The term lineal descendant shall include adopted childrenbull middotmiddot ~- middot 1~ middotAttepnted Transfer in Violat-ion of Re-striction~ If any holder or transferee or stock fails to comply middotTith themiddot fore goins provisions in respect of any Share or such stock the corporat~on at its option and in addition to any other rem~d1es ~middot

I

-4shy

bullbull bull bull

it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

-5shy

I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

-6shy

-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

-7shy

bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

-8shy

- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

bullbull bull bull

it rnay have may suspend the richts to vote and to receive middotdividends on such share and may refuse to reeister any transshyfor thelbulleof ol its boos or othert-ise recocnize any t1bullansfer 01bull chane in o~middotr1ership thereof or in themiddot rizht to vote thereon until themiddot rorecoin provisions have been corlplied 1 th to the siltisfaction or the corporation

12 middotisccJlRtn(lls In respect or the forecoint provishy sions the cobullporatioJ may act by vote or votes of a ttajority

or its directors then in office and the corporation nay bysuch vote or votes from time to time or at any time waive any one or ~ore of the above provisions_ Any notice or demana under said provisions shall be in ttriting a11dmiddot shall be deemed properly given (a) if required to be given to the corporation if mailed bv registered mail postace prepaid to the corporashytion at itsmiddotmiddotprncipal office or (b) if required to be civen to the offerol or to anymiddot othe1bull person if mailed by regisshytered r1tail postate p1bullepaid to such person at the address stated in a notice to the corporation or if such person is the registered holder of shares of the corporation or the representative of hts estate at the address of such holder appearinc on the bool~s of the corporation If the address of the recipient of the notice does not appear in middota notice to the corporation or on the books of the corporation said notice shall be deemed to be Ploperly given if ro~ailed as aforesaid to he recipient at his last known address bull

6 Other iawful provisions for the conduct and regulation or the business and afiairs of the colbullporation for its voluntary dissolmiddotlltion or for limiting defining or regulating the po~rersof the corporation or of its directors or stockholders

middotmiddot(a) The directors rnay make amend Ol repeal middot the by-lafS in tthole or in part except -rith resmiddotpect to any provision thereof which by lat-r omiddotr the by-latrsrequiresaction by the stoekhQldersbull

cbgt middot Meetincs of th~ stoclch~lders may b~ held ~rhere in the Unit~d States middot middot middot

(c) No stockholder shall have any right to

examine ~ny property or any books accounts or other ~rritings of the corporation if there is reasonable ground for belief that such examination will for any re~son be adverse to the interests ~r the corporation middot and a middot1ote or the dir~ctors middotrefusing permission to nake =uchmiddotexacination and sotting forth that in the opinion of the directors such middotexamination trould be adve1bullse to

-5shy

I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

-6shy

-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

-7shy

bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

-8shy

- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

I

tho interests of the corporation shall be prima tacie evidence that such examination middottQuld bo adshyverso to the inte1bullests of the corporation Every[ sach egtamination shall be subject to such rea~onshyable middotlmiddoteztllations as the directors cay establish in regarcl thereto bull

middotmiddotmiddot (d) The direc~ors tay specify the manner in othich tb~ accowrts or the corporation shnll be kept middotand may ueternine -rhat constitutes net earnings profits and sUlbullplus middotthat artounts if any shall be reserved for any corpo1bullate purpgtse- and middotthat amounts if any shall be declared as dividends Unless the board of dilbullectors othert~ise specifies the excess of the conside1bullatb n for any share of its capital

stock middotrith par value issued by it over such par --middot-middot------middotmiddot--value -shall be paid-in surplus The boa-rd of directors

may allocate to capital stoclt less than all of the conshysideration for any share of its capitaL stock tmiddotrithout par value issued by it in lthich case the balance or such consideration shall be paid-in surplus All middot surplus shall be available for any corporate purshypose includi~g the payment of dividends

(e) The purchase or other acquisition or retenshytion by the corporation of shares of its om capital shall not be deerted a reduction of its capital stock

L _ Upon any reduction of capital or capital stock no stocl~holder shall have any right to demand any disshytribution from the corporation except as and to the extent that the stockholders shall so have provided at the time of authorizing such reduction

(f) Each director and officer of the cornoration shall1 in the performanc~ of his duties- be fuily proshy

tectea in relyingin good faith upon the books middotor account of middotthe corporation middot repor~s made to the corposhyration by any of its officers or employees or by counsel accountants appraisers or othermiddotexperts or consultants selected with reasonable care by the directors- or upon other records of t~~ corpo~ation middot

(g) The dir~ctors shall have the power to fix from time to time their comp~nsation No person shallmiddot be disqualified from holding any office by reason of any middotinterest In the absence of fraud any director officer or stockholder of this corporation individually or any individuaL havingmiddotany interest middotin any concern

llhich is a stocltholder of this corporation or any conshycern in othich any such directors officers stockholders orn

-6shy

-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

-7shy

bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

-8shy

- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

-------------

individuals have any interest may be a party to or may bo peculielily ol otherrise into1bullested in anycontract transaction or other act of this corporashytion anA

LJ (1)

(2)

(3)

such cont1bullactl transactions or act shall not be n any middotta~middot invalidllted or other~tis~ ~~~fcct~G~~ ~h~~ ~n~~

no such director officer stoclcholder or individual shall be liable to account to this corporation fo~ any profit or benefit realized through any such contracttransaction or act and middot

any such director of this corporation middot may be co~lted in doterminin~ theexiStence--or a quoru~at-aiiY meeting______ or the directors or or any committee thereof which shall authorize any such contract transaction or ac~ and may vote to authorize the same

provided however that any contract transaction or act in uhich any director or officer of tlljs corporation is so interested individually or as a director offi cer trustee or member of any concern Thich js not a subsidiary or middot ~ affiliate of this corporation or in middotThich any directors

or pffjcers middotare so interested as holders collectivelyr- - of a middotmajority of shares of capital stoclc or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this middot corporationshall be duly authorized or ratified by a majority of the directors ~rho are not so middotinterested and to oJhODl the nature

middotor such interest has been disclosed

the telin middot interest including personnl interestmiddotmiddot middotand interes~ as a dir~ctor officermiddot stockholdermiddotshareholder trustee member or beneficiarY of

any concern middotmiddot

middot tho telIIl 11concern me~inamp any cor)oration association trust partnership firm p~rson or other entity other than this corporation and

the phrase subsidiary or affiliate nteaning a conshycern in which a majority or the directors trusshy

middot tees partners or controlling persons are elected or appointed middotby the directors of this corporation

or are constituted or tho directors or officers of this corporation

-7shy

bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

-8shy

- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

bullbullbullbull bull i middotJ bull shy

To the extent pellllittecl by lar the authorizine or rati shyfyirc vote of a tnajority in interest of each class of the capital stocl~ of this corporatlon outstandinc and cnt1tled to vote for directors at an almal leeting or a spociull lleeting duly called for the purpose (uhether silch vote is passec1 before or nftcmiddot judg-cnt rendered in n ~ui t Hith respect to such contruct transaction or act) shall vnli shy

date any contract transaction or act of this corporation or of tle board of directors or any conli ttee thereof with reeard to all stocholders of t~~smiddotcorporation vhether or not of record at the time or sucll vote and with reea1bulld to all creditors and othel claimants under this corporation

provided hot-rever that dth respect to the authorization or ratification of contracts transactions or acts in t-rhich any of the directors officers or stockholders of this corporation have an interest thenature of such contracts transactions or acts and the interest of any directors officer or steeleshyholder therein shall be swnanrized in the notice of any such ann~al or special oeeting or in a statement or letter acco~panyint such notice and shall be fully disclosed at any such bull meeting-r providecl also that stockholders so interestedL may vote at ahy such meeting and

provided further that any failure of themiddot stockholders to authorize or ratify such conshytract transactlon or act shall not be deeru~d

in an~ way to invalidate the same or to deprive this corporation its directors officmiddoters or middot I employees or its or thei~ rightmiddot toproceed ~dth such contract transaction middotmiddotor act bull

No cont~actl transaction or act shall be avoided by reason Qf any prov sion ofmiddot this paragrap~ (g) t-ThiCh -TQuld be valid but for those provisions middot middot

l middot

-8shy

- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

- middot bull bull I bull bull ~ bull bull bull bull middot middot bull OS

CliARllETlE CCTIPCRATIOli and CHAUlliTTE PRI~~ING CQRPOR~ION

STATEHEImiddotT OF CAPITAL middotmiddot

The undcrs5ncd oficers or the constitlcnt corp01middotntions middot listeci above state under penalty or perjury that

The atlOlttnt of capital stock middothich each of the constituent corporations is authorized to issue at the time of filing this certificate is as follous middot middot

Charrette Coruoration

100 shares par value $100 Class A Voting Stock -- middot--middot-------middot----middot100000 shares par value $100 Class B Uonvoting Stock

Charrette Printing Corporat~on

100 shares par value $100 Class C Voting Stock lOOOOQ shares par value ~100 middotClass D Nonvoting ~tock

Upon the effective date of the merger the attount of cnpitalstock which Charrette Corporation1 the surviving corporation willr be entitled to issue middotTill be 350o00 shares of common stock par

middot value ~lmiddotco per share l-Thich exceeds the sllrl of the authorized capitalstock of the cons~~49800

~ ~ ontCh8letti Corporan

middot middot~_dctJfd dih middot Cler~ C~arr~tte Corporation

[SEALJ - rpshy

~~~~~ middot Clerl~ Charrette Printing Colporation

(SEAL]

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

The undorsfnocl officers of the several constituent corporations listed above further state under tho pcnRitles of perjury as to their reapectlmiddote corporations thnt tlte agreement of crnoldaticnbullbull mergerbull which 11 aet forth under paragraph 1 has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporntlon in the manner required by General Laws ChapterI

I l6GB Section 18 and ln complinnce with all pertinent requirements of the articles of organization of such corporation nt meetings of stockholders held on the following dates middot

~ Name Date of atockho1dera muUn1

CHARRElE CCRPORATIOU April 15 1970

CHARRETTE PRUTillG CCnPORATIOU April i5 1970 -- -----middot---middotmiddot----middot-

L bull~

middot

of --clWlREliECOlUOBUIOJL___________----middot-middot--middotmiddot--middot___ ___ (ume of eona~ltuot eorporaUon)

shyot _ClXAlUmU~lllTllJ~LJ~9JlP91-~flQlt_________________________

(ume ot eonaUtuent eorporatlon) middot bull n

DIalo aacaWo _

I

I ----~-----==middot~-------middotshy~ middot -RECEiVED ~

THECOMMONWEAITH OF MAssckusEnsAPR 29 197(

Ir-1 ARTICLES OF CCf9SOT~XI01-MERGERCORPORATiON DIVISION II

(General Lnwa Chapter 15GB Section 78) l__ ISECRETARYS OFFICE

middot Ihorc~y apprle the within articleD of consolidation d rtJ mctrcr an tbe fihng fcc in the anlount of

f ( ~pld ld articles are deemed to have been filed with me this altpound dJ1 ofmiddot ___1~ middot bull bull middot shy

_ampr~~l9_J_ State Hou~et Boston Maaa bull bull middot-ci~

)

middotmiddotj( rJ ) A_ v ~- -~ M igt o r11 ~- r r I ~ 0 (h~~ - -+--- s ~ J) I J~r FtltfltvilN S7

0 i3 ~ ~7 ~ 1 middot 0

7 Sl -3- b 1)middot0

middot middot

o0 bull

cniAL SAFETY DATA SHEET--shyAQUA AMMONIA

DIITIIIaUTORI~4middot ~ 4 NATIONAL AMMONIA COMPANY

BOWER AMMONIA amp CHEMICAL COMPANY-shy9 NORTHEASTERN AMMONIA COMPANY INC AL WELLS INC

TACONY amp VANKIRK STS PHILADELPHIA PA 1913~

CORPORATE EMERGENCY TELEPHONE NUMBER 215-535-7530

CHEMTREC (CMA) 800-424-9300

DESCRIPTION CHEMICAL NAME Ammonium Hydroxide Solution CAS REGISTRY NO 1336-21-6 SYNONYMS Aqua Ammonia CHEMICAL FAMILY Ammon1a FORMULA NHOH + Hp MOL WT 3505 (NHOH)COMPOSITION 294 by weight of ammonia gas dissolved in water

STATEMENT OF HEALTH HAZARD HAZARD DESCRIPTION Irritant and corrosive to skineye respiratory tract and mucous membranesMay cause severe

burns eye and lung InJuries Skin and respiratory related diseases aggravated by exposure Not recognized by OSHA as a carcinogen middot Not listed in the Nahonal Toxicology Program annual report Not listed as a carcmogen by the lnternalional Agency for Research on Cancer

EXPOSURE LIMITS Vapor - 50 ppm 35 mgm3 PEL (OSHA)25 ppm 18 mgm2 TLV (ACGIH)

EMERGENCY TREATMENT EFFECTS OF OVEREXPOSUREmiddot Skin local irritation burnsblister formation Eyeburnsmay lead to blindness IngestiOn

burning pain in mouth throatstomach thoraxconstriclion of throat coughing followed by vom~ing or diarrheaProbable lethal ingest1on dose is 3-4 mi (1 ounce) Inhalation Irritation heat1ache coughing severe lung congestionbreathingd1ff1cuhy convulsions shock)

EMERGENCY AID Skinflush with copious amount of water while removing contaminated clothingshoesDo not ruo or apply ointment on affected area Ingestion if conscious give large amount of water to drink Refer immediately to physician Eye flush with copious amount of water for 15 min Eyelids should be held apart and away from eyeball for thorough rins1ngInhalationremove to fresh airAdminister oxygen or artificial respiration if necessary IF SYMPTOMS PERSIST OR EXPOSURE IS SEVERE SEEK PROMPT MEDICAL HELP NOTE TO PHYSICIAN Eye injury may appear as delayed phenomenon Pulmonary edema may follow chemical bronchhis Supportive treatment With necessary ventilatory actions including oxygen may warrant consideration

PHYSICAL DATA BOILING PT NHJ vapors released on warming FREEZING PT -777degC (-108degF)VAPOR RESSURt 15 5degC 420-475 mm Hg VAPOR DENSITY (Atr=1) less than 1 SPECIFIC GRAVITY 08974 at60degF SOLUBILITY IN WATER CompletePEACENT VOLATILE 100 at212degF EVAPORATION RATE (Water=1) Similar APPEARANCE AND ODOR Colorless liquid and pungent order

FIRE AND EXPLOSION HAZARD DATA

FLASH POINT None AUTOIGNITION TEMP Not applicableFLAMMABLE LIMITS IN AIR for evolved ammonia LEL 16 UEL 25 EXTINGUISHING MEDIA Non-combustible

SPECIAL FIRE-FIGHTING PROCEDURES Not considered a primary fire hazard but care should be taken to avoid exposure to liquid product involved in fifeWear splash-proof gas-tight chemical goggles respiratory protection rubber gloves and clothing to avoid contact as needed Cool fire-exposed containers

UNUSUAL FIRE AND EXPLOSION HAZARDS When heated material will give off ammonia gas a strong irritant to eye resptratory tract and moist skin Closed containers exposed to extreme heat may develop pressure Combustion of released ammonia may form nhrogen oxides

Revision 187

I

--MATERIAL SAFETY DATA SHEET-shyAQUA AMMONIA (Continued)

CHEMICAL REACTIVITY STABILITY Stable at room temperature Aqua ammonio will react exothermically with acids Releases ammonia vapur

when heated CONDITIONS TO AVOID Avoid miKing with sulfuric acid or other strong mineral acidsmix1ng with hypochlontes (chlorine

bleach) other halogens sod1um hydroxide Avoid contact with galvanized surfaces copper brassbronze aluminum alloys mercury goldSliver strong oxidiZers Avo1d heat1ng

HAZARDOUS DECOMPOSITON PRODUCTS Ammonia decomposition to hydrogen and nitrogen gases above 450C(842F)

SPILL OR LEAK PROCEDURES STEPS TO BE lAKENmiddot Wear resp~ratory protection and protective clothingsee PROTECTIVE EQUIPMENTStop source

if poss1bleStay upwind and use water spray to absorb the evolved gasDilute with large amount of waterContain spill byd1king

WASTE DISPOSALmiddot Listed as hazardous substance under CWA (40 CFR 1164 40 CFR 1173 Reportable QuantityCategory C 1000 ll454kg) Comply with all regulations Suitably diluted product may be disposed of on agricuhuralland as fertiliZer Keep sp111 from entenng streams or fakes

SPECIAL PROTECTION AND PROCEDURES RESPIRATORY PROTECTION MSHANIOSH approved respiratory protection with full facep1ece for gas and vapor

contammants effective tor ammonium hydrox1de and able to be used tor entry and escape in emergenciesRefer to 29CFR 1910134 and ANSI ZB82-1980 for requirements and selection

VENTILATION Local exhaust sufficient to keep ammonia gas to 50 ppm or less Refer to 29 CRF 1910134 and ANSIZ9 2middot1960 for requirements and selection

PROTECTIVE EQUIPMENT Splash-proof gas-tight chemical safety goggles rubber gloves and overshoes to preventcontact Cotton work clothes recommended Refer to 29 CRF 191 0132 to 191 0136 for requirements

SPECIAL PRECAUTIONS HANDLING AND STORING Keep in strong glass or plastic lightly closed containers Store in cool (267C80degF) and

well-ventilated area WORKPLACE PROTECTIVE EQUIPMENT as discussed above should be near but outs1de of aqua ammonia area

Eyewash and safety shower in immediate vicinity See 29 CFR 1910141 for workplace reqUirements DISPOSAL Aqua ammonia is 11sted as a hazardous substance under FWPCA See WASTE DISPOSAL PERSONALmiddot Avoid unnecessary exposure Use protective equipment as needed Do not wear contact lenses Without

gas-light chemical goggles

LABE~ING AND SHIPPING HAZARD CLASS COrrosive Material PROPER SHIPPING NAME Ammonium Hydroxide (Aqua Ammoma) COrros1ve Material NA-2672 (RQ) bull PLACARD Corrosive LABEL Corrosive NA-2672

IDENTIFICATION NO NA-2672

AMMONIUM HYDROXIDE

National Fire Protection Alloc Hazard Rating

Haardoua Materials Identification System Ubel

HEALTH FLAMMABILITY REACTIVITY PERSONAL PROTECTION

[] [1] [i] Q]

bull

OTHER REGULATORY REQUIREMENTS Under the Comprehensive Environmental Response Compensationand Liability Act of 1980any environmental release of this chemical equal to or over the reportable quantity of 1000 lbs must be reported promptly to the National ResponseCenter washington DC(1middot800-424-8802)Any consumer product containing 5 or more ammonia requires a POISON label under FHSA (16 CFR 1500129(1) )

bull The lnfotm8tlon dlta end recommendltlonlln lhll mattrlllllfety dltllheet rete ontr to the apeclflc meteflll dnlpnetecl heNin end do not relate to In combination wtlh enr other mattr111 or In enr praceu TheInformation dltl and IICOiniMftdiUonMt forth hereinare believed brus to be aocu181e W make noWMMtleleither expreued or led wtlh reaped theNto end euume no 118b11Jtr In corbullledlon wtlh enr of IUChlnfonnatlon dltl end rtCOmmendltiona

1. barcode 564173
2. barcodetext SDMS Doc ID 564173

I

--MATERIAL SAFETY DATA SHEET-shyAQUA AMMONIA (Continued)

CHEMICAL REACTIVITY STABILITY Stable at room temperature Aqua ammonio will react exothermically with acids Releases ammonia vapur

when heated CONDITIONS TO AVOID Avoid miKing with sulfuric acid or other strong mineral acidsmix1ng with hypochlontes (chlorine

bleach) other halogens sod1um hydroxide Avoid contact with galvanized surfaces copper brassbronze aluminum alloys mercury goldSliver strong oxidiZers Avo1d heat1ng

HAZARDOUS DECOMPOSITON PRODUCTS Ammonia decomposition to hydrogen and nitrogen gases above 450C(842F)

SPILL OR LEAK PROCEDURES STEPS TO BE lAKENmiddot Wear resp~ratory protection and protective clothingsee PROTECTIVE EQUIPMENTStop source

if poss1bleStay upwind and use water spray to absorb the evolved gasDilute with large amount of waterContain spill byd1king

WASTE DISPOSALmiddot Listed as hazardous substance under CWA (40 CFR 1164 40 CFR 1173 Reportable QuantityCategory C 1000 ll454kg) Comply with all regulations Suitably diluted product may be disposed of on agricuhuralland as fertiliZer Keep sp111 from entenng streams or fakes

SPECIAL PROTECTION AND PROCEDURES RESPIRATORY PROTECTION MSHANIOSH approved respiratory protection with full facep1ece for gas and vapor

contammants effective tor ammonium hydrox1de and able to be used tor entry and escape in emergenciesRefer to 29CFR 1910134 and ANSI ZB82-1980 for requirements and selection

VENTILATION Local exhaust sufficient to keep ammonia gas to 50 ppm or less Refer to 29 CRF 1910134 and ANSIZ9 2middot1960 for requirements and selection

PROTECTIVE EQUIPMENT Splash-proof gas-tight chemical safety goggles rubber gloves and overshoes to preventcontact Cotton work clothes recommended Refer to 29 CRF 191 0132 to 191 0136 for requirements

SPECIAL PRECAUTIONS HANDLING AND STORING Keep in strong glass or plastic lightly closed containers Store in cool (267C80degF) and

well-ventilated area WORKPLACE PROTECTIVE EQUIPMENT as discussed above should be near but outs1de of aqua ammonia area

Eyewash and safety shower in immediate vicinity See 29 CFR 1910141 for workplace reqUirements DISPOSAL Aqua ammonia is 11sted as a hazardous substance under FWPCA See WASTE DISPOSAL PERSONALmiddot Avoid unnecessary exposure Use protective equipment as needed Do not wear contact lenses Without

gas-light chemical goggles

LABE~ING AND SHIPPING HAZARD CLASS COrrosive Material PROPER SHIPPING NAME Ammonium Hydroxide (Aqua Ammoma) COrros1ve Material NA-2672 (RQ) bull PLACARD Corrosive LABEL Corrosive NA-2672

IDENTIFICATION NO NA-2672

AMMONIUM HYDROXIDE

National Fire Protection Alloc Hazard Rating

Haardoua Materials Identification System Ubel

HEALTH FLAMMABILITY REACTIVITY PERSONAL PROTECTION

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bull

OTHER REGULATORY REQUIREMENTS Under the Comprehensive Environmental Response Compensationand Liability Act of 1980any environmental release of this chemical equal to or over the reportable quantity of 1000 lbs must be reported promptly to the National ResponseCenter washington DC(1middot800-424-8802)Any consumer product containing 5 or more ammonia requires a POISON label under FHSA (16 CFR 1500129(1) )

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1. barcode 564173
2. barcodetext SDMS Doc ID 564173