ARTICLES OF ORGANIZATION

                              (UNDER G.L. CH. 1568)

 

                                    ARTICLE 1

                         THE NAME OF THE CORPORATION IS:

 

                                CHASE CORPORATION

 

                                   ARTICLE II

 

      THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN THE FOLLOWING BUSINESS

                                   ACTIVITIES:

 

     TO DEVELOP, DESIGN, PRODUCE, ASSEMBLE, MANUFACTURE, MARKET, OR OTHERWISE

DEAL IN OR PROVIDE INSULATING, PROTECTIVE AND CONDUCTING MATERIALS.

 

     TO ENGAGE GENERALLY IN ANY BUSINESS WHICH MAY LAWFULLY BE CARRIED ON BY A

CORPORATION FORMED ENDER CHAPTER 156B OF THE GENERAL LAWS OF MASSACHUSETTS.

 

 

                                               88 061018

 

C     /X/

P     /X/

M     /X/

R.A.  / /

 

  9

P.C.

 

 

NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS

INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 81/2 X 11 SHEETS OF PAPER

LEAVING A LEFT HAND MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE

ARTICLE MAY BE CONTINUED ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING

EACH SUCH ADDITION IS CLEARLY INDICATED.

 

                                   ARTICLE III

 

THE TYPE AND CLASSES OF STOCK AND THE TOTAL NUMBER OF SHARES AND PAR VALUE, IF

ANY, OF EACH TYPE AND CLASS OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO

ISSUE IS AS FOLLOWS:

 

                            WITHOUT PAR VALUE STOCKS

 

     TYPE                    NUMBER OF SHARES

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

COMMON:

                                    N/A

 

PREFERRED:

                                    N/A

 

                              WITH PAR VALUE STOCKS

 

     TYPE                    NUMBER OF SHARES           PAR VALUE

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

COMMON:

                                 10,000,000             $    0.10

 

PREFERRED:

                                    100,000             $    1.00

 

 

                                   ARTICLE IV

 

IF MORE THAN ONE TYPE, CLASS OR SERIES IS AUTHORIZED, A DESCRIPTION OF EACH

WITH, IF ANY, THE PREFERENCES, VOTING POWERS, QUALIFICATIONS, SPECIAL OR

RELATIVE RIGHTS OR PRIVILEGES AS TO EACH TYPE AND CLASS THEREOF AND ANY SERIES

NOW ESTABLISHED.

 

                            SEE CONTINUATION SHEET 4A

 

                                    ARTICLE V

 

THE RESTRICTIONS, IF ANY, IMPOSED BY THE ARTICLES OF ORGANIZATION UPON THE

TRANSFER OF SHARES OF STOCK OF ANY CLASS ARE AS FOLLOWS:

 

                                      NONE

 

 

                                   ARTICLE VI

 

OTHER LAWFUL PROVISIONS, IF ANY, FOR THE CONDUCT AND REGULATION OF BUSINESS AND

AFFAIRS OF THE CORPORATION, FOR ITS VOLUNTARY DISSOLUTION, OR FOR LIMITING,

DEFINING, OR REGULATING THE POWERS OF THE CORPORATION, OR OF ITS DIRECTORS OR

STOCKHOLDERS, OR OF ANY CLASS OF STOCKHOLDERS: (IF THERE ARE NO PROVISIONS STATE

"NONE".)

 

                            SEE Continuation SHEET 6A

 

 

                                CHASE CORPORATION

                           220 FORBES ROAD, SUITE 2000

                               BRAINTREE, MA 02184

 

 

                                FEBRUARY 29 1988

 

 

Commonwealth of Massachusetts  - Secretary of State

One Ashburton Place

Boston, MA 02108

 

Gentlemen:

 

     The undersigned President of Chase Corporation hereby consents to the use

of tip name Chase Corporation by it Massachusetts corporation having Alexander

H. Spaulding as its incorporator.

 

                                CHASE CORPORATION

 

 

                                                By  /s/ Francis M. Chase

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

                                                        Francis M. Chase

 

                              CONTINUATION SHEET 4A

 

     THERE IS HEREBY CREATED A CLASS OF 100,000 SHARES OF PREFERRED STOCK

($1.00 PER VALUE), WITH AUTHORITY IN THE BOARD OF DIRECTORS TO ESTABLISH AND

DESIGNATE SUCH SERIES, ONE OR MORE, OF THE PREFERRED STOCK AND TO FIX AND

DETERMINE THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES AS BETWEEN ALL

SERIES OF THE PREFERRED STOCK, SUBJECT, HOWEVER, TO THE APPLICABLE PROVISIONS OF

LAW AND OF THE ARTICLES OF ORGANIZATION OF THIS CORPORATION, AS FROM TIME TOO

TIME AMENDED, AND, WITHOUT IMPLIED LIMITATION, WITH THE EXPRESS AUTHORITY WITH

RESPECT TO EACH SERIES TO FIX AND DETERMINE BY VOTE OR VOTES PROVIDING FOR EACH

SERIES:

 

(1)  THE NUMBER OF SHARES CONSTITUTING EACH SERIES AND THE DISTINCT DESIGNATION

OF THAT SERIES;

 

(2)  THE RATE AT WHICH DIVIDENDS ON THE SHARES OF EACH SERIES SHALL BE DECLARED

AND PAID, OR SET ASIDE FOR PAYMENT, BEFORE ANY DIVIDENDS ON THE SHARES OF COMMON

STOCK WITH RESPECT TO THE SAME DIVIDEND PERIOD SHALL BE DECLARED AND PAID OR SET

ASIDE FOR PAYMENT; WHETHER DIVIDENDS AT THE RATE SO DETERMINED SHALL BE

CUMULATIVE AND IF SO FROM WHAT DATE OR DATES AND ON WHAT TERMS; AND WHETHER THE

SHARES OF EACH SERIES SHALL BE ENTITLED TO ANY PARTICIPATING OR OTHER DIVIDENDS

IN ADDITION TO DIVIDENDS AT THE RATE SO DETERMINED, AND IF SO ON WHAT TERMS;

 

(3)  WHETHER OR NOT THE SHARES OF EACH SERIES SHALL HAVE VOTING RIGHTS IN

ADDITION TO THE VOTING RIGHTS PROVIDED BY LAW, AND, IF SO, THE TERMS AND

CONDITIONS OF SUCH VOTING RIGHTS;

 

(4)  WHETHER THE SHARES OF EACH SERIES SHALL HAVE CONVENTION PRIVILEGES AND, IF

SO, THE TERMS AND CONDITIONS OF SUCH CONVERSION, INCLUDING SUCH PROVISIONS, FOR

ADJUSTMENT OF THE CONVERSION RATE AS THE BOARD OF DIRECTORS SHALL DETERMINE;

 

(5)  WHETHER OR NOT THE SHARES OF EACH SERIES SHALL BE REDEEMABLE, AND, IF CO,

THE TERMS AND CONDITIONS OF SUCH REDEMPTION, INCLUDING THE DATE OR DATES UPON OR

AFTER WHICH THEY SHALL BE REDEEMABLE, AND THE AMOUNT PER SHARE PAYABLE IN CASE

OF REDEMPTION, WHICH AMOUNT MAY VARY UNDER DIFFERENT CONDITIONS AND AT DIFFERENT

REDEMPTION DATES;

 

(6)  WHETHER ANY SHARES OF EACH SERIES SHALL BE REDEEMED THROUGH SINKING FUND

PAYMENTS, AND, IF SO, ON WHAT TERMS;

 

(7)  THE RIGHTS OF THE SHARES OF EACH SERIES IN THE EVENT OF VOLUNTARY OR

INVOLUNTARY LIQUIDATION, DISSOLUTION, WINDING UP OR DISTRIBUTION OF THE ASSETS

OF THE CORPORATION;

 

(8)  ANY OTHER RELATIVE RIGHTS, PREFERENCES AND LIQUIDATION OF EACH SERIES.

 

                              CONTINUATION SHEET 6A

 

     OTHER LAWFUL PROVISIONS, IF ANY; FOR THE CONDUCT AND REGULATION OF THE

BUSINESS AND AFFAIRS OF THE CORPORATION, FOR ITS VOLUNTARY DISSOLUTION, OR FOR

LIMITING, DEFINING, OR REGULATING THE POWERS OF THE CORPORATION, OR OF ITS

DIRECTORS OR STOCKHOLDERS, OR OF ANY CLASS OF STOCKHOLDERS:

 

          (a)  MEETINGS OF THE STOCKHOLDERS MAY BE HELD ANYWHERE WITHIN THE

     UNITED STATES.

 

          (b)  NO CONTRACT OR OTHER TRANSACTION OF THIS CORPORATION WITH ANY

     OTHER PERSON, CORPORATION, ASSOCIATION, OR PARTNERSHIP SHALL BE AFFECTED

     OR. INVALIDATED BY THE FACT THAT (i) THIS CORPORATION IS A STOCKHOLDER IN

     SUCH OTHER CORPORATION, ASSOCIATION OR PARTNERSHIP, OR (ii; ANY ONE OR MORE

     OF THE OFFICERS OR DIRECTORS OF THIS CORPORATION IS AN OFFICER, DIRECTOR OR

     PARTNER OF SUCH OTHER CORPORATION, ASSOCIATION OR PARTNERSHIP, OR (iii) ANY

     OFFICER OR DIRECTOR OF THIS CORPORATION, INDIVIDUALLY OR JOINTLY WITH

     OTHERS, IS 4 PARTY TO OR IS INTERESTED IN SUCH CONTRACT OR TRANSACTION. ANY

     DIRECTOR OF THIS CORPORATION MAY BE COUNTED IN DETERMINING THE EXISTENCE OF

     A QUORUM AT ANY MEETING OF THE BOARD OF DIRECTORS FOR THE PURPOSE OF

     AUTHORIZING OR RATIFYING ANY SUCH CONTRACT OR TRANSACTION, AND MAY VOTE

     THEREON, WITH LIKE FORCE AND EFFECT AS IF HE WERE NOT SO INTERESTED OR WERE

     NOT AN OFFICER, DIRECTOR OR PARTNER OF SUCH OTHER CORPORATION, ASSOCIATION

     OR PARTNERSHIP.

 

          (^)  THE CORPORATION MAY BE A PARTNER IS ANY BUSINESS ENTERPRISE,

     WHICH IT WOULD HAVE POWER TO CONDUCT ITSELF.

 

          (d)  THE BY-LAWS MAY PROVIDE THAT THE DIRECTORS MAY MAKE, AMEND OR

     REPEAL THE BY-LAWS IN. WHOLE OR IN PART, EXCEPT WITH RESPECT TO ANY

     PROVISION THEREOF WHICH BY LAW, THESE ARTICLES OF ORGANIZATION OR THE

     BY-LAWS REQUIRES ACTION BY THE STOCKHOLDERS.

 

          (e)  NO DIRECTOR SHALL BE PERSONALLY LIABLE TO THE CORPORATION OR ITS

     STOCKHOLDERS FOR MONETARY DAMAGES FOR ANY BREACH OF FIDUCIARY DUTY BY SUCH

     DIRECTOR AS A DIRECTOR NOTWITHSTANDING ANY PROVISION OF LAW IMPOSING SUCH

     LIABILITY, EXCEPT THAT, TO THE EXTENT PROVIDED BY APPLICABLE LAW, THIS

     PROVISION SHALL. NOT ELIMINATE OR LIMIT THE LIABILITY OF A DIRECTOR (i) FOR

     BREACH OF THE DIRECTOR'S DUTY OF LOYALTY TO THE CORPORATION OR ITS

     STOCKHOLDERS. (ii) FOR ACTS OR OMISSIONS NOT IN GOOD FAITH OR WHICH INVOLVE

     INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF LAW, (iii) UNDER SECTION

     61 OR 62 OF THE MASSACHUSETTS BUSINESS CORPORATION LOW OR ANY AMENDATORY OR

     SUCCESSOR PROVISIONS THERETO OR (iv) FOR ANY TRANSACTION FROM WHICH THE

     DIRECTOR DERIVED AN IMPROPER PERSONAL BENEFIT. IF THE MASSACHUSETTS

     BUSINESS CORPORATIONS LAW HEREAFTER IS AMENDED TO AUTHORIZE THE FURTHER

     ELIMINATION OR LIMITATION OF THE LIABILITY OF DIRECTORS, THEN THE LIABILITY

     OF A DIRECTOR OF THE CORPORATION SHALL, IN ADDITION TO THE LIMITATION ON

     PERSONAL LIABILITY OF DIRECTORS PROVIDED HEREIN, BE LIMITED TO THE FULLEST

     EXTENT PERMITTED BY THE MASSACHUSETTS BUSINESS CORPORATION LAW,-AS FROM

     TIME TO TIME AMENDED. NO AMENDMENT OR REPEAL OF THIS PROVISION SHALL

     DEPRIVE A DIRECTOR OF THE BENEFITS HEREOF WITH RESPECT TO ANY ACT OR

     OMISSION OCCURRING PRIOR TO SUCH AMENDMENT OR REPEAL.

 

          (f)  THESE ARTICLES MAY BE AMENDED IN WHOLE OR IN PART BY VOTE OF THE

     HOLDERS OF A MAJORITY OF THE SHARES OF COMMON STOCK OUTSTANDING AND

     ENTITLED TO VOTE PROVIDED, HOWEVER, THAT WHERE ANY SUCH AMENDMENT WOULD

     ADVERSELY AFFECT THE RIGHTS OF ANY CLASS OF STOCK, THE VOTE IN THE

     PROPORTION PROVIDED FOR HEREIN OF SUCH CLASS, VOTING SEPARATELY, SHALL ALSO

     BE NECESSARY TO AUTHORIZE SUCH AMENDMENT. FOR THE PURPOSES OF THIS

     PARAGRAPH, ANY SERIES OF A CLASS WHICH IS ADVERSELY AFFECTED IN A MANNER

     DIFFERENT FROM OTHER SERIES OF THE SAME CLASS SHALL TOGETHER WITH ANY OTHER

     SERIES OF THE SAME CLASS ADVERSELY AFFECTED IN THE SAME MANNER, BE TREATED

     AS A SEPARATE CLASS.

 

                                   ARTICLE VII

 

THE EFFECTIVE DATE OF ORGANIZATION OF THE CORPORATION SHALL E THE DATE APPROVED

AND FILED BY THE SECRETARY OF THE COMMONWEALTH. IF A LATER EFFECTIVE DATE IS

DESIRED, SPECIFY SUCH DATE WHICH SHALL NOT BE MORE THAN THIRTY DAYS AFTER THE

DATE OF FILING.

 

THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PAR OF THE ARTICLES

OF ORGANIZATION AND MAY BE CHANGED ONLY BY FILING THE APPROPRIATE FORM PROVIDED

THEREFORE.

 

                                   ARTICLE VII

 

a.   THE POST OFFICE ADDRESS OF THE CORPORATION IN MASSACHUSETTS IS: SUITE 200,

     FORBES BUSINESS CENTER, 220 FORBES ROAD, BRAINTREE, MA 02184

 

                      MAIM                  RESIDENCE                  POST OFFICE ADDRESS

CHAIRMAN OF

 THE BOARD:       FRANCIS N. CHASE         449 JERUSALEM ROAD          SUITE 200

                                           COHASSET, MA 02025          FORBES BUSINESS CENTER

                                                                       220 FORBES ROAD

PRESIDENT                                                              BRAINTREE, MA  02184

 AND

TREASURER:        EDWARD L. CHASE          39 NICHOLS ROAD             SUITE 200

                                           COHASSET, NA 02025          FORBES BUSINESS CENTER

                                                                       220 FORBES ROAD

                                                                       BRAINTREE, MA 02184

 

CLERK:            GEORGE N. HUGHES         115 FRANKLIN STREET         PALMER C DODGE

                                           NEWTON. NA 02158            ONE BEACON STREET

                                                                       BOSTON. MA 02108

 

DIRECTORS:        FRANCIS N. CHASE

                  EDWARD L. CHASE

                  GEORGE M. HUGHES

 

c.   THE FISCAL YEAR I.E. TAX YEAR) OF THE CORPORATION SHALL END ON THE LAST DAY

     OF THE MONTH OF: AUGUST 31

 

d.   THE NAME AND BUSINESS ADDRESS OF THE RESIDENT AGENT OF THE CORPORATION, IF

     ANY IS: N/A

 

                                   ARTICLE IX

 

By-laws of the corporation have been duly adopted and the president, treasurer,

clerk and directors whose name are set forth above, have been duly elected.

 

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/WE WHOSE

SIGNATURE(S) APPEAR BELOW AS INCORPORATOR(S) AND WHOSE NAMES AND BUSINESS OR

RESIDENTIAL ADDRESS(ES) ARE CLEARLY TYPED OR PRINTED BENEATH EACH SIGNATURE DO

HEREBY ASSOCIATE WITH THE INTENTION OF FORMING THIS CORPORATION UNDER THE

PROVISIONS OF GENERAL LAWS CHAPTER 156B AND DO HEREBY SIGN THESE ARTICLES OF

ORGANIZATION AS INCORPORATOR(S) THIS 1st DAY OF MARCH, 1988

 

/s/ Alexander H. Spaulding

 Alexander H. Spaulding

 

 

 

                       

 

 

                            CERTIFICATE OF CORRECTION

 

           (GENERAL LAWS, CHAPTER 156E, SECTION 6A)

 

     ARTICLES OF ORGANIZATION

 

                      CHASE CORPORATION                    

 

IT IS HEREBY CERTIFIED THAT THE ABOVE MENTIONED DOCUMENT WAS FILED WITH THE

OFFICE OF THE STATE SECRETARY ON MARCH 1, 1988 AND THAT THE DEFECT OR INACCURACY

WAS NOT NOTED AT THAT TIME.

 

THE INACCURACY OR DEFECT TO HE CORRECTED IN SAID DOCUMENT IS AS FOLLOWS:

 

          TO DELETE THE WORD "DESIGN" FROM ARTICLE II.

 

 

THAT PORTION OF THE DOCUMENT IN CORRECTED PORM IS AS FOLLOWS:

 

     TO DEVELOP, PRODUCE, ASSEMBLE, MANUFACTURE, MARKET, OR OTHERWISE DEAL IN OR

PROVIDE INSULATING, PROTECTIVE AND CONDUCTING MATERIALS.

 

     TO ENGAGE GENERALLY IN ANY BUSINESS WHICH MAY LAWFULLY BE CARRIED ON BY A

CORPORATION FORMED UNDER CHAPTER 156B OF THE GENERAL LAWS OF MASSACHUSETTS.

 

IN WITNESS WREREOF AND UNDER PENALTIES OF PERJURY, WE HAVE HEREUNTO SIGNED OUR

NAMES

 

          4th day of MARCH in the year 1988.

 

               /s/ Edward L. Chase     President

               -------------------

 

               /s/ George M. Hughes    Clerk/       ie

               --------------------

 

 

MICHAEL. JOSEPH CONNOLLY

Secretary. OF STATE

ONE ASHBURTON PLACE

BOSTON, MASS. 02108             

 

 

              COLUMBIA CHASE CORPORATION & CHASE CORPORATION

                        INTO the constituent CORPORATIONS

 

THE- SURVIVING- CORPORATION ORGANIZED UNDER THE LAWS OF CHASE CORPORATION

MASSACHUSETTS AS SPECIFIED IN THE AGREEMENT REFERRED TO IN PARAGRAPH 1 BELOW.

 

The UNDERSIGNED OFFICERS OF EACH OF THE CONSTITUENT CORPORATIONS CERTIFY UNDER

THE penalties of PERJURY as follows:

 

     1. An agreement of merger* has been duly adopted in compliance with the

requirements of subsections (b) and (c) of General Laws, Chapter 156B,

Section 79, and will be kept as provided by subsection (e) thereof. The

surviving* corporation will furnish a copy of said agreement to any of its

stockholders, or to any person who was a stockholder of any constituent

corporation. upon written request and without charge.

 

     2. The effective date of the merger* determined pursuant to the agreement

referred to in paragraph I shall be March 16, 1988

 

3 (For a merger)

The following amendments to the articles of organization of the SURVIVING

corporation to be effected pursuant to the agreement of merger referred to it

paragraph I are as follows:

 

LV NONE

P.C. (For a consolidation)

(a) The PURPOSES of the RESULTING corporation areas follows:           N/A

 

   *DELETE THE INAPPLICABLE WORDS.

   **1F THERE ARE NO PROVISION:. STATE "NONE."

 

 

   NOTE If the space provided under ARTICLE 3 is insufficient, additions shall

          i11: sct forth on separate 81/2 x I I inch sheets of paper, :eawing a

          left hand margin of -(t) least I inch far binding Additions to more

          than me article may be continued on a single sheet so long as each

          article requiring each such addition, is clearly indicated.

 

     (b) The total number of shares and the par value, if any, of each class of

stock which the resulting corporation is authorized is as follows: N/A

 

     (c) IF MORE THAN ONE CLASS IS AUTHORIZED, A DESCRIPTION OF EACH OF THE

DIFFERENT CLASSES OF STOCK WITH, IF ANY, THE PREFERENCES, VOTING POWERS,

QUALIFICATIONS, SPECIAL OR RELATIVE RIGHTS OR PRIVILEGES AS TO EACH CLASS

THEREOF AND ANY SERIES NOW ESTABLISHED.

 

                   N/A

 

     "(d) OTHER LAWFUL PROVISIONS, if ANY. for the CONDUCT AND REGULATION of the

BUSINESS AND affairs of the CORPORATION, for its VOLUNTARY DISSOLUTION, FOR

restrictions UPON THE transfer OF shares OF stock of ANY class, or for limiting.

DEFINING, OR REGULATING THE POWERS OF THE CORPORATION, OR OF ITS DIRECTORS OR

STOCKHOLDERS, OR CO ANY CLASS OF STOCKHOLDERS,

 

                   N/A

 

     4. (THIS PARAGRAPH 4 MAY BE DELETED IF THE SURVIVING CORPORATION IS

ORGANIZED UNDER THE LAWS OF A STATE OTHER THEN MASSACHUSETTS.)

 

THE FOLLOWING:INFORMATION SHALL NOT FOR ANY PURPOSE BE TREATED AS A PERMANENT

PART OF THE ARTICLES OF ORGANIZATION OF THE ~ SURVIVING* CORPORATION.

 

     (a)  THE POST OFFICE ADDRESS OF THE PRINCIPAL OFFICE OF THE SURVIVING*

          CORPORATION IN MASSACHUSETTS IS:

 

          'SUITE 200, Forbes BUSINESS CENTER, 220 FORBES ROAD, BRAINTREE, MA

          02184

 

     (b)  THE NAME, RESIDENCE AND POST OFFICE ADDRESS OF EACH OF THE DIRECTORS

          AND PRESIDENT, TREASURER AND CLERK OF THE SURVIVING' CORPORATION IS AS

          FOLLOWS:

 

           NAME                                 RESIDENCE                               POST OFFICE ADDRESS

President  Edward L. Chase               39 Nichols Road Suite 200, Forbes Business, comer

                                         Cohasset, MA 02025 220 Forbes Road, Braintree,              MA 02184

Treasurer  Edward L. Chase               39 Nichols Rand          Suite 200, Forbes Business        Center

                                         Cohasset, MA 02025 220 Forbes ROAD, Braintree,              MA 02184

Clerk      George M. Hughes              115 Franklin Street         Palmer A Dodge, One Beacon       Street

                                         Newton, MA 02158            Boston, MA 02108

Directors  Francis M. Chase              449 Jerusalem Road         Suite 200, Forbes Business       Center

                                         Cohasset, MA 02025          220 Forbes Road, Braintree,      MA 02184

           Edward L. Chase

 

           George M. Hughes              (see above)                                                (see above)

 

     (c)  The date adopted on which the fiscal year of the surviving*

          corporation ends is: August 31

 

     (d)  The date fixed in the by-laws for the Annual Meeting of stockholders

          of the surviving' corporation is: on a date to be set by the directors

          within Six months of the end of the fiscal year

 

 

NOTE: If the space provided under artist 3 is insufficient, additions shall be

        set forth en separate 81/2 x 11 inch sheets of paper. Leaving a left

        hand margin of at least 1 inch for binding. Additions to. more than the

        article may be continued on a single sheet so long us each Article

        requiring each such addition is clearly indicated.

 

      COLUMBIA Chase Corporation a CORPORATION organized under THE LAWS of

New York

 

          further state UNDER the penalties of PERJURY THAT the agreement of *

merger* referred to in paragraph 1, has been dui- ADOPTED by such corporation in

the MANNER required by the laws of . New York

 

 

                                       /s/ Edward L. Chase

                                       -----------------------  + President

                                       Edward L. Chase

 

                                       /s/ George M. Hughes

                                       -----------------------  + Secretary

                                       George M. Hughes

 

  +SPECIFY THE officer HAVING powers AND DUTIES CORRESPONDING TO those of

  ti.. President oc Vice President of a Massachusetts CORPORATION ORGANIZED

  UNDER GENERAL TOWS, CHAPTER 15611.

 

t(t)Specify THE OFFICER HAVING POWER and DUTIES CORRESPONDING TO the Clerk or

Assistant Clerk of SUCH a Massachusetts Corporation.

 

                        THE COMMONWEALTH OF MASSACHUSETTS

                               ARTICLES OF MERGER*

                    (GENERAL LAWS, CHAPTER I56B, SECTION 79)

 

     I HEREBY APPROVE THE WITHIN ARTICLES OF MERGER* AND, THE FILING FEE IN THE

AMOUNT OF $200.00 HAVING BEEN PAID, SAID ARTICLES ARE DEEMED TO HAVE BEEN FILED

WITH ME THIS 16th DAY OF MARCH 1988. _______

 

 

EFFECTIVE DATE

 

 

                                       /s/ Michael Joseph Connolly

                                       MICHAEL JOSEPH CONNOLLY

                                         SECRETARY OF STATE

 

                                               [SEAL]

 

                                       TO BE FILLED IN BY

                                       CORPORATION PHOTOCOPY of Articles of

                                       Merger To BE SENT TO: W. Geoffrey Stein,

                                       Esq.

 

 

 

 

                                   ARTICLES OF

                  MERGER OF .PARENT AND SUBSIDIARY CORPORATIONS

               PURSUANT TO GENERAL LAWS. CHAPTER 156B, SECTION 82

 

       THE FEE FOR FILING THIS CERTIFICATE IS PRESCRIBED BY GENERAL LAWS,

      CHAPTER 1568. SECTION 114, MAKE CHECK PAYABLE TO THE COMMONWEALTH OF

                                 MASSACHUSETTS.

 

We, EDWARD L. CHASE and GEORGE M. HUGHES President DENT* OYWWPESEISIWT+STI AND

CLERK* OF CHASE.CORPORATION ____________

                            NAME OF CORPORATION

ORGANIZED UNDER THE LAWS OF MASSACHUSETTS AND HEREIN CALLED THE PARENT

CORPORATION, DO HEREBY CERTIFY AS FOLLOWS:

 

     1.   THAT THE SUBSIDIARY CORPORATION(s) TO BE MERGED INTO THE PARENT

CORPORATIONS ARE* AS FOLLOWS:

                                                     SWEET              DATE OF

              NAME                                ORGANISATION       ORGANISATION

   CHASE & SONS, INC.                            MASSACHUSETTS           8/8/47

   ROYSTON LABORATORIES, INC.                    PENNSYLVANIA            11/27/72

 

     2.   THAT THE PARENT CORPORATION OWNS AT LEAST NINETY PER CENT OF THE

OUTSTANDING SHARES OF EACH CLASS OF THE STOCK OF EACH SUBSIDIARY CORPORATION TO

BE MERGED INTO THE PARENT CORPORATION.

 

     3.   THAT IN THE CASE OF EACH OF THE ABOVE-NAMED CORPORATIONS THE LAWS OF

THE STATE OF ITS ORGANIZATION, IF OCHER THAN MASSACHUSETTS, PERMIT THE MERGER

HEREIN PROVIDED FOR AND THAT ALL ACTION REQUIRED UNDER THE LAWS OF EACH SUCH

STATE IN CONNECTION WITH THIS MERGER HAS BEEN DULY TO KEN. (IF ALL THE

CORPORATIONS ARE ORGANIZED UNDER THE LAWS OF MASSACHUSETTS AND IF GENERAL LAWS,

CHAPTER 156.8 IS APPLICABLE TO THEM, THEN PARAGRAPH 3 MAY BE DELETED.)

 

*DELETE THE INAPPLICABLE WORDS. IN CASE THE PARENT CORPORATION IS ORGANIZED

TINDER THE LAWS OF A STATE OTHER THAN MASSACHUSETTS THESE ARTICLES ATE TO BE

SIGNED BY OFFICERS HAVING CORRESPONDING POWERS AND DUTIES.

 

     4. THAT AT A MEETING OF THE DIRECTIONS OF THE PARENT CORPORATION THE

FOLLOWING VOTE, PURSUANT TO SUBSECTION (a) OF GENERAL LAWS. CHAPTER 1568,

SECTION 82, WAS DULY ADOPTED:

 

MERGER OF CHASE A SONS, INC.

 

VOTED: TO MERGE CHASE & SONS, INC., A MASSACHUSETTS CORPORATION ALL OF THE

       OUTSTANDING STOCK OF WHICH IS OWNED BY THIS CORPORATION, INTO THIS

       CORPORATION PURSUANT TO SECTION 82 OF THE MASSACHUSETTS BUSINESS

       CORPORATION LAW, SUCH MERGER TO BE EFFECTIVE ON AUGUST .31, 1988. THE

       MERGER MAY BE ABANDONED BY THE BOARD OF DIRECTORS OF CHASE AT ANY TIME

       PRIOR TO THE EFFECTIVENESS OF THE MERGER.

 

MERGER OF ROYSTON LABORATORIES, INC,

 

VOTED: TO MERGE ROYSTON LABORATORIES, INC., A PENNSYLVANIA CORPORATION ALL OF

       THE OUTSTANDING STOCK OF WHICH IS OWNED BY THIS CORPORATION, INTO THIS

       CORPORATION PURSUANT TO SECTION 82 OF THE MASSACHUSETTS BUSINESS

       CORPORATION LAW AND SECTION 902.1 OF THE PENNSYLVANIA BUSINESS

       CORPORATION LAW AND IN ACCORDANCE WITH THE PLAN OF MERGER PRESENTED TO

       AND FILED WITH THE MINUTES OF THIS MEETING, SUCH MERGER TO BE EFFECTIVE

       ON AUGUST 31, 1988. THE MERGER MAY BE ABANDONED BY THE BOARD OF DIRECTORS

       OF CHASE AT ANY TIME PRIOR TO THE EFFECTIVENESS OF THE MERGER.

 

AUTHORIZATION OF OFFICERS

 

VOTED: TO AUTHORIZE EACH OF THE OFFICERS OF THIS COMPANY TO EXECUTE AND DELIVER

       ALL SUCH DOCUMENTS TO DO ALL SUCH THINGS AS MAY IN HIS JUDGMENT BE

       NECESSARY OR DESIRABLE TO CARRY OUT ANY OF THE FOREGOING VOTES.

 

       (SEE ALSO CONTINUATION SHEET 4A)

 

 

   NOTE: VOTES FOR WHICH THE SPACE PROVIDED ABOVE IS NOT SUFFICIENT SHOULD BE

              SET OUT ON CONTINUATION SHEETS TO BE NUMBERED 2A. 2B.

      ETC. CONTINUATION SHEETS MUST HAVE A LEFT-HAND MARTIN 1 INCH WIDE FOR

                     BINDING. ONLY ONE SIDE SHOULD BE USED.

 

                              CONTINUATION SHEET 4A

 

                                 PLAN OF MERGER

 

     This Plan of Merger (the "Plan") provides for the merger of Royston

Laboratories, Inc. ("Royston"), a Pennsylvania corporation, into Chase

Corporation ("Chase"), a Massachusetts corporation. Royston is a wholly owned

subsidiary of Chase. The Plan is intended to comply with Section 902 of the

Pennsylvania Business Corporation Law.

 

1.   TERMS AND CONDITIONS OF MERGER

 

     Royston shall merge into CHASE AND CHASE SHALL be THE surviving corporation

without any change to Chase's (i) officers or directors, (ii) capitalization or

(iii) Articles of Organization or Bylaws. Upon the merger of Royston into Chase

the separate existence of Royston shall cease and Chase shall succeed to all of

the rights, privileges, powers and property and shall assume all of the

liabilities, obligations and penalties of Royston.

 

2.   MODE OF EFFECTING MERGER

 

     The merger shall be approved and this Plan adopted by resolution of the

Board of Directors of Chase pursuant to Section 902.1 of the Pennsylvania

Business Corporation Law and Section 82 of THE Massachusetts Business

Corporation Law. Upon such approval and adoption, Articles of Merger complying

with the applicable provisions of the laws of the commonwealths of Massachusetts

and Pennsylvania shall be duly executed by the appropriate officers of Chase and

Royston and shall be filed with the Secretary of State of the Commonwealth of

Massachusetts and the Department of State of the Commonwealth of Pennsylvania.

The merger shall be effective on August 31, 1988.

 

3.   MANNER OF CONVERTING SHARES

 

     The outstanding shares of Royston common stock held by Chase will not be

converted into nor exchanged for shares of Chase stock. These outstanding shares

will, instead, be cancelled.

 

4.   FURTHER PROVISIONS; ABANDONMENT

 

     The merger may be abandoned by the Board of Directors of Chase at any time

prior to the effectiveness of the merger.

 

5. THE EFFECTIVE DATE OF THE MERGER AS SPECIFIED IN THE VOTE SET OUT UNDER

PARAGRAPH 4 IS AUGUST 31, 1988

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY WE HAVE HERETO SIGNED OUR

NAMES THIS 19TH DAY OF AUGUST, 1988

 

 

                                   /s/ EDWARD L. CHASE PRESIDENT* ~

 

                                   /s/ GEORGE M. HUGHES   /s/ GEORGE M. HUGHES

                                   --------------------   CLERK*

 

 

*

     I HEREBY APPROVE THE WITHIN ARTICLES OF MERGE. OF PARENT AND SUBSIDIARY

CORPORATIONS AND, THE TILING FEE IN THE AMOUNT OF I; HAVING BEEN PAID, SAID

ARTICLES ARC DEEMED TO HAVE BEEN FILED WITH ME THIS 31ST. - DAY OF AUGUST 1988.

 

 

                                          /s/ Michael Joseph Connolly

                                          MICHAEL JOSEPH CONNOLLY

                                             SECRETARY OF STATE

 

 

 

Articles of Amendment

 

FORM MUST BE TYPED

 

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

 

(1)

 

Exact name of corporation:

Chase Corporation

 

 

 

(2)

 

Registered office address:

26 Summer Street, Bridgewater, MA 02324

 

 

(number, street, city or town, state, zip code)

 

 

 

(3)

 

These articles of amendment affect article(s):

III

 

 

(specify the number(s) of article(s) being amended (I-VI))

 

 

 

(4)

 

Date adopted:

 January 30, 2008

 

 

(month, day, year)

(5)

 

Approved by:

 

 

(check appropriate box)

 

 

 

 

o

the incorporators.

 

 

 

 

o

the board of directors without shareholder approval and shareholder approval was not required.

 

 

 

 

x

the board of directors and the shareholders in the manner required by law and the articles of organization.

 

(6)

 

State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

 

 

 

Article III: To increase the number of authorized shares of Common Stock of the Company from 10,000,000 shares to 20,000,000 shares.

 



 

To change the number of shares and the par value, *if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

 

Total authorized prior to amendment:

 

WITHOUT PAR VALUE

 

WITH PAR VALUE

 

TYPE

 

NUMBER OF SHARES

 

TYPE

 

NUMBER OF SHARES

 

PAR VALUE

 

 

 

 

 

Common

 

10,000,000

 

$

0.1

 

 

 

 

 

Preferred

 

100,000

 

$

1.00

 

 

Total authorized after amendment:

 

WITHOUT PAR VALUE

 

WITH PAR VALUE

 

TYPE

 

NUMBER OF SHARES

 

TYPE

 

NUMBER OF SHARES

 

PAR VALUE

 

 

 

 

 

Common

 

20,000,000

 

$

0.1

 

 

 

 

 

Preferred

 

100,000

 

$

1.00

 

 

(7) The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date nor more than 90 days from the date and time of filing is specified:                                                                                        

 


*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III, See G.L. Chapter 156D, Section 621, and the comments relative thereto.

 



 

Signed by:

/s/ Peter  R. Chase

 

Peter  R. Chase, Chairman and CEO (signature of authorized individual)

 

x

Chairman of the board of directors,

 

o

President,

 

x

Other officer,

 

o

Court-appointed fiduciary,

 

 

 

 

 

 

on this 15 day of February, 2008.

 



 

THE COMMONWEALTH OF MASSACHUSETTS

 

I hereby certify that, upon examination of this document, duly submitted to me, it appears
that the provisions of the General Laws relative to corporations have been complied with,
and I hereby approve said articles; and the filing fee having been paid, said articles are
deemed to have been filed with me on:

February 15, 2008 12:17 PM

 

http://www.sec.gov/Archives/edgar/data/830524/000110465908023434/g104361kgi001.jpg

 

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth

 

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