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18-007 (2) C' f %Ua - r ✓�A Linda Vacon, B.S.N., M.Ed. Director of Health Care Services 129 King Street • Northampton, MA 01060 413.586.2394 • Inside Line: 413.585.1364 Fax: 413.582.4252 E -mail: lvacon @servicenetinc.org Website: wwwservicenetinc.org ServiceNet Integrated Human Services 06/2941999 13:17 4135824252 SERVICENET PAGE 01/11 • S e r viceNet Integrated Human Service Systems , FAX TRANSMITTAL TO: .. /, 7 AGENCY: L-6 y � t� ► rr-� FAX NUMBER: .5 / 2 7 -2 FROM: RE: 7 d ii a r• Y 71 C N- DATE/TIME: 6/2 f /9F Mrt— NUMBER OF PAGES, INCLUDING COVER: /1 MESSAGE: 4' P r-t o Pj 7'*, IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE CALL BACK AS SOON AS POSSIBLE. Phone: (413) 584.7329 Fax: (413) 582 -4252 The documents accompanying this fax transmission contain confidential or privileged information from ServiceNet. This information is intended to be for the use of the individual or entity named on this transmission sheet. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this telecopied information is strictly prohibited. If you have received this fax in error, please notify us by telephone immediately, at the above number, so that we can arrange for retrieval of the original document at no coat to your office. Thank you 129 King Street • Northampton. MA 01060 • (413) 584 -7329 • Fax (413) 582 -4252 • Susan L. Stubbs, C.E.O. Regcied Paper 06/2941999 13:17 4135824252 SERVICENET PAGE 11 /11 . 527036 SECRETARY OF OF THE COMMONWEALTH OF MASSACHUSEI . 1 F t: 2 °:' n' 32 RESTATED ARTICLES OF ORGANIZATION (General Laws, Chapter 180, Section 7) - ,_ • I hereby approve the - within Rcstatcd Articles of Organization and, the filing fee in the amount of $ 8e having been paid, said articles are deemed to have been filed with me this day of F473rei/f7 , 19A . Effective Data: • n WILLIAM FRANCIS GALVIN Secretory of the Commonwealth TO BE FIIIFD IN BY CORPORATION Photocopy of document to be sent to Barr L. - • ir- Deutsch Wi11i.ms Brooks DeRensis Hollznd & Drachma., P.C. 99 Surn r Street Bostcr, MA 02110 -i435 Tdephoae: (617) 951 -2300 06/29/1999 13:17 4135824252 SERVICENET PAGE 10/11 AKilt.J V The efi'e &tivc '.e Restated Articles of Organization of the corporaion shall be the dace approved and filed by the Secretary of the tonwcalth. If a later effective date is desired, specify such date which shall not be more than t'ir y days after the dal . iling. ARTICLE VI The information contained in Article VI is not a permanent part of the Articles of Organization. a. The street address of the principal office of the corporation in Massachusetts is: (post office boxes are not acceptable) 129 King Street, Northampton, Massachusetts 01060 b. The name, residential address and post office address of each director and officer of the corporation Is: NAME RESLOENIAL ADDRESS POST OFFICE ADDRESS President: Susan Stubbs 13 Trumbell Street Northampton, MA 01060 Treasurer. Margaret Stebbins 194 Amherst Road Pelham, MA 01002 Clerk: Jean Champman 14 Highland Circle Hadley, MA 01035 Directors: (or officers See attached List of Directors having the powers of directors) Co- Chairs Joseph DeFazio 231 Main Street Northampton, MA 01060 Meade Burrows 39 Fairview Road Northampton, MA 01060 Asst. • irk Jean Liswell 680 Ryan Road P.O. Box 222 Florence, MA 01060 Florence, MA 01060 c. The fists) ycar of the corporation shall end on the last day of the month of June d. The name and business address of the resident agent of the corporation, if any, is_ None *ewe further certify that the foregoing Restated Articles of Organization affect no amendments to the Articles of Organization of the corporation as heretofore amended, except amendments to the following articles. Briefly describe amendments below: ARTICLE IV(a) adds reference to chapter 156, section 9. ARTICLE IV(i) adds paragraph concerning directors and officers liability. ARTICLE IV(j) revises indemnificaticn provision. SIGNED UNDER THE PENALTIES OF PERJURY, this 1St d of February , 19 96 , 'President / Wice dcnt, Susan Stubbs c!%?. • %.(�, ^ ✓' 'Clerk / 'Assestatx GIcri:. Jepn Chapman l Delhi, the inapplicable ubrdt ••lf there are no sucb amendments, state -None- 06/29/1999 13:17 4135824252 SERVICENET PAGE 09/11 • CONTINUATION SHEET 4E undertaking may be accepted without reference to the financial ability of such person to make repayment. The right of indemnification hereby provided shall not be exclusive of or affect any rights to indemnification to which corporate personnel other than the persons designated in the Article may be entitled by contract, by vote of the board of directors, or otherwise under law. As used herein the terms "person," "director," "officer," "employee," and "agent" include their respective heirs, executors and administrators, and an "interested" director or officer is one against whom is such capacity the proceedings in question or other proceedings on the same or similar grounds is then pending. If any term or provision hereof, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder hereon, or the application of such term or provision to persons or circumstances other than those as to • which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision hereof shall be held valid and be enforced to the fullest extent permitted by law. The corporation shall purchase and maintain insurance cm behalf of any such director, officer, employee or other agent above • mentioned against any liability incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power or authority to indemnify him against such liability. all- ar:s.cur 06/29/1999 13:17 4135824252 SERVICENET PAGE 08/11 CONTINUATION SHEET 4D corporation, or at its request as a director or officer of any organization, or at its request in any capacity with respect to any employee benefit plan, and may indemnify an employee or other agent who has so served, against all liabilities and expenses, including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in a office or thereafter, by reason of his being or having been such a director or officer (or in any capacity with respect to any employee benefit plan), except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan), in the best interest of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification eieher for said payment or for any other expenses shall be provided unless such compromise and indemnification shall be approved: (i) by a majority vote of a quorum consisting of disinterested directors; (ii) if such a quorum cannot be obtained, then by a majority vote of a committee of the board of directors consisting of all the disinterested- directors; (iii) if there are not two or more disinterested directors in office, then by a majority of the directors then in office, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan); or (iv) by a court of competent jurisdiction. If authorized in the manner specified above for compromise payments, expenses including, but not limited to, counsel fees, reasonable incurred by any such person in connection with the defense or dispassion of any such action, suit or other proceeding may be paid from time to time by the corporaeion_in__adva^.ce of the final disposition thereof upon receipt of (a) an affidavit of such individual of his good faith belief that he has net the standard of conduct necessary fcr indemnification under 7_his Article, and (b) an undertaking by such individual to repay the amounts sp paid to the corporation if it is ultimately determined that indemnification for such expenses is not authorized by law or under this Article, which • 06/29/1999 13:17 4135824252 SERVICENET PAGE 07/11 • apTINUATION SHEET 4C (h) Subject to the provisions of paragraphs (d) and (e) of this Article 4, 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 or member of 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 a 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. (i) No officer or director of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the director's duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. The foregoing provision shall not eliminate or limit the liability of an officer or director for any act or omission occurring prior to the date upon which the foregoing provision became effective. To the extent permitted by law, no amendment or deletion of the foregoing provisions of this paragraph (i) which restricts or limits the limitation on liability provided thereunder to officers and directors shall apply or be effective with respect to actions and omissions of any officer or director occurring prior to the date said amendment or deletion became effective. The directors and officers of the corporation shall not be corporately or personally liable for any debt, liability or obligation of the corporation. All persons, orporations or other entities extending credit to, contracting wit^, or having any claim against the corporation, may lock only to the funds and property of the corporation for the payment of any such cc=tract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payab.e to them from the corporation. (j) The corporation shall, to the extent legally permissible, indemnify any person serving cr who has served at any time as a director, executive director, ;resident, vice tresidenc, treasurer, assistant treasurer, clerk, assistant clerk cr other officer of the 06/29/199 13:17 4135824252 SERVICENET PAGE 06/11 CONTINUATION SHEET 411 deductible pursuant to said sections of said Code, and all purposes and powers herein shall be interpreted and exercised consistently with this intention. (f) In the event that the corporation is a private foundation as that term is defined in Section 509 of the Code, then notwithstanding any other provisions of the articles of organization or the by -laws of the corporation, the following provisions shall apply: The corporation shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code. The corporation shall not engage in any act of self - dealing as defined in Section 4941(d) of the Code; nor retain any excess business holdings as defined in Section 4943(c) of the Code; nor make any investments in. such manner as to incur tax liability under Section 4944 of the Code; nor make any taxable expenditures as defined in Section 4945(d1 of the Code. (g) Except as may be ctherwise required or permitted by law, the corporation may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts pursuant to Section 11A of Chapter 180 of the Massachusetts General Laws by the affirmative vote of a majority of the directors of the corporation then in office; provided, however, that in the event of any liquidation, dissolution, termination, cr winding up of the corporation (whether voluntary, involuntary or by operation of law), the property or assets of the corporation remaining after providing fo3/ the payment of its debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more educational, charitable, religious or literary institutions or organizations, Created and organized for nonprofit purposes similar to those of the corporation, contributions to which nonprofit institutions or organizations are deductible under Section 170(c) of the Code and which qualify as exempt fro-: income tax under Section 501(c) (3) of such Code as such sections -nay, from time to time, be amended or added to or under any successor sections thereto, as a. majority of the total number of the directors of the corporation may by vote designate and in such proportions and in such manner as may be determined in such vote; provided, further, that the corporation's property may be applied tc charitable, religious, literary or educational purposes in accordance with the doctrine of cy ores in all respects as a court having jurisdiction in the premises may direct. 06/29/1999 13:17 4135824252 SERVICENET PAGE 05/11 • . CONTINUATION SHEET 4A 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 power of the corporation, or of its directors or officers, are as follows: (a) In addition to the powers granted to the corporation by Massachusetts General Laws Chapter 180, as amended, the corporation shall have and may exercise in furtherance of its corporate purposes each of the powers specified in Sections 9 and 9A of Massachusetts General Laws Chapter 156B, as amended. (b) The directors may make, amend or repeal the By -laws in whole or in part in the manner set forth in the By -laws. (c) The corporation may be a partner in any enterprise which it would have the power to conduct by itself, may be a stockholder in any corporation to the extent permissible under Section 501(c)(3) of the Internal Revenue Code of 1986 as the same may be amended from time to time, and may serve as a member of any corporation formed pursuant to Massachusetts General Laws, Chapter 180, as amended, and exempt from federal income tax under Section S01(c)(3) of the Internal Revenue Code of 1986 as the same may be amended from time + to time. (d) No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any f private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its purposes as set forth in Article 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to qualify for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 as the same may be amended from time to time (the "Code ") and shall not be a private foundation under Section 509(a) of the Code. (e) Notwithstanding anything else herein provided, the corporation is organized and shall be operated exclusively for educational, charitable, religious or literary purposes, as said terms have been and shall be defined pursuant to Sections 170(c) and S01(c)(3) of the Code, or under any successor sections thereto. All powers of this corporation shall be exercised only in such manner as will assure the operation of this cor: oration. excl).:sive1v for said educational, charitable, relic ±eus or literary purecses, as so de it being the intention that this cc.poratior. shall be exempt from federal income tax and that centr-ibtions to it shall be 06/29/1999 13:17 4135824252 SERVICENET PAGE 03/11 CONTINUATION SHE4T 2A To do all and everything necessary, suitable and proper for the accomplishment of the purposes or attainment of any of the objects heretofore set out or mentioned, either alone or in association with other individuals, corporations, or partnerships, including but not limited to the county, state, federal and municipal bodies and authorities; To take and hold, by bequest, devise, gift, purchase, or lease either absolutely or in trust for such objects and purposes or any of them, any property, real, personal, or mixed, without limitation as to amount or value, except such limitations, if any, as may be imposed by law; To sell, convey, mortgage, and dispose of any property, real, personal or mixed and to invest and reinvest the principal thereof and to deal with and expend the income therefrom for any of the before mentioned purposes, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received; To receive any property, real, personal, or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purposes or any of them, and in administering the same to carry out the directions and exercise the powers contained in the trust instrument under which the property was received, including the expenditure of the principal, as well as the income, for one or more of such purposes if authorized or directed in the trust instrument under which it is received; To receive, take title to, hold, and use the proceeds and income of 'stocks, bonds, obligations, or other securities of any corporation or corporations, domestic or foreign, but only for the foregoing purposes, or some of them; To act as management agent for other charitable human services providers; To lend sums to other charitable human services providers and to receive security for such loans; To borrow sums and grant mortgages and security interests; And is general to do and perform such things and ac :s and transact such business in connection with the foregoing cbjectives not inconsistent with Chapter 180 of the Massachusetts General Laws, and Section 501(c) (3) of the Internal Revenue Code of 19E6, as amended (cr any successor provision or provisions for ei =her). 06/29/1999 13:17 4135824252 SERVICENET PAGE 04/11 • ARTICLE III - A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election • appointments, the duration of membership and the qualiGcation and rights. including voting rights, of the members of .ch class, may bc set forth in the by - laws of the corporation or may bc set forth below: The corporation shall have ito members and any action or vote required or permitted to be taken by members shall be taken by action or vote of the same percentage of directors in accordance with H.G.L. c. 180, s. 3. • ARTICLE IV "Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its v•huttary dissolution, or for limiting, defusing, or regulating the powers of the corporation, or of its directors or members, f any class of members. are as- follows: See attached pages 4A — 4E . t • •/f there are no proufsfons. state ".%'one ". Vole: The preceding four (4) anklet are considered to be permanent and may ONLY be changed try filing appropriate Amides of tmendniertt. 1 06/29/1,99 13:17 4135824252 SERVICENET PAGE 02/11 . t he CtCommonto ea of aosacfjusetto c � =y Mr Wiliam Francis Galvin tt Secretary of the Commonwealth , � One Ashburton Place, Boston, Massachusetts 02108-1512 (,�" RESTATED ARTICLES OF ORGANIZATION - �� (General Laws, Gbttr 180, Section 7) game �[ pproved f I La C f� we Susan Stubbs ` ° ' / 'Vice ?resident, l N i g , � ' and Jean Chapman I `w`7 d!i , 'Clerk / "Assistant Clerk, F-t h' of ServiceNet, Inc. (Enact name of corporation) located at 129 King Street, Northampton, MA 01060 (Street address of Corporation in Massatburetts) • do hereby certify that the following Restatement of the Articles of Organization was duly adopted at a meeting held on February 1, , 19 96 '. by a vote of: , ntensbers, 10 directors, or shareholders, - being at least two-thirds of its members /directors legally qualified to vote in meetings of the corporation (or, in • the case of a corporation having capital stock, by the holders of at least two thirds of the capital stock having the right to vote therein): ARTICLE 1 The name of the corporation is: • ServiceNet, Inn_ ARTICLE II The purpose of the corporation is to engage in the following activities: To deliver human services to citizens of the Commonwealth through a comprehensive program of residential care, inpatient and outpatient care, -- educational services, treatment programs including clinical programs for the mentally ill, emotionally disturbed, mentally retarded, developmentally disabled, substance abusers and other populations who would benefit from the delivery of the corporation's services, and vocational and social programs. The purposes of the corporation's services are educational. See Continuation Sheet 2A. l l 'Delete the iaapphcable omits. .Note. Ij space provided under any article or item CM Ibis form is insufficient, addltloes shalt be setjortb on ONE tide Outy of separate 8 U7 z 11 sheet, ojpaper crab a Left margin of at Last 7 inch. Additions to more ,ban owe article may be made on a single sbeet as long as eacb article requiring eacb additloa it clearly Indicated r :49 10. Do any signs exist on the property? YES X NO IF YES, describe size, type and location: x r s`� n q , P rY ri o f . 3' 0 11 Are there any proposed changes to or additions of signs intended for the property? YES y Np IF YES, describe size, type and location: Q cf d h t7 S l9 -s n �+ / ri s (CI • _ (7' u , / f an r ti tr ll - bits List) cirt'A._ (lox l,S i) 4),X Caprax • - / X / - S') / Le _ 11. ALL INFORMATION MUST BE COMPLETED, or PERMIT CAN BE DENIED DUE TO LACK OF INFORMATION. This column to be filled in by the Building Drper Required Existing Proposed By Zoning Lot size Frontage Setbacks - frnnt side L: R: L: R: - rear Building height Bldg Square footage %Open Space: (Lot area minus bldg ■ &paved parking) # pf Parking Spaces ) 6- ,# f o f Loading Docks Fill: volume -& location) 13. Certification: I hereby certify that the information contained herein r is true and accurate to the best of my knowledge„ DATE: 6-.2.2-9 9 APPLICANT'S SIGNATURE • NOTE: issuanoe of a zoning permit does not relieve an app oant* burden to oanmply with ell zoning requirement* and obtain all required permits from the, Board of Health. Conservation Commission. Department of Pubtio Works and other applioable permit granting authorities. FILE I • � U ` I 2 1999 DEPT OF BUILDING INS; cr'';;'s File No. �,° 9 — /:55 -- t NORTHAMPTON MA 01660 ZONING PERMIT APPLICATION ( §10.2) PLEASE TYPE OR PRINT ALL INFORMATION 1. Name of Applicant: ServiceNet, Inc. i , Address: 129 King Street, Northampton, Telephone: (413) 584 -7321 01060 2. Owner of Property: Gerald F. Randall — Address: Box 623, Williamsburg, MA 01096 Telephone: 3. Status of Applicant: Owner Contract Purchaser X Lessee Other (explain): ,/ 4. Job Location: ,, / 6 ,,) r7 /� , nS SI-ree= 1 -, 4.)br cir p T,. ek r; Parcel Id: Zoning Map# Parcel# i District(s): / (TO BE FILLED IN BY THE BUILDING DEPARTMENT) 5. Existing Use of Structure/Property Previously used as a health club 6. Description of Proposed UseNVork/Project/Occupation: (Use additional sheets if necessary): 3 To be used as offices by a Chapter 180 non — profit corporation to provide e o;Yl y ..4e >rehl'+Y- - edvco. ra„w s services and to provide home healthcare services. I S ;v•d i.;ni oc /r wall v3 , )Nll1 c“.. ` s 7. Attached Plans: Sketch Plan X Site Plan Engineered /Surveyed Plans Answers to the following 2 questions may be obtained by checking with the Building Dept or Planning Department Files. 8. Has a Special PermitNariance/Finding ever been issued for /on the site? NO DON'T KNOW X YES IF YES, date issued: IF YES: Was the permit recorded at the Registry of Deeds? NO DON'T KNOW X YES IF YES: enter Book Page and /or Document # . 9. Does the site contain a brook, body of water or wetlands? NO X DON'T KNOW YES . IF YES, has a permit been or need to be obtained from the Conservation Commission? • Needs to be obtained Obtained , date issued: (FORM CONTINUES ON OTHER SIDE) • File # MP -1999 -0135 APPLICANT /CONTACT PERSON Service Net ADDRESS/PHONE 129 King Street 585 -1364 LINDA VACON PROPERTY LOCATION 216 NORTH KING ST MAP 18 PARCEL 007 ZONE HB THIS SECTION FOR OFFICIAL USE ONLY: PERMIT APPLICATION CHECKLIST ENCLOSED REQUIRED DATE ZONING FORM F LLED OUT ` - aid Building Permit Fille�dfput 4 Fee Paid /oaf S5 Typeof Construction: EARLY INTERVENTION/EDUCATIONAL SERVICES & HOME HEALTHCARE SERVICES /15 OCCUPANCY New Construction Non Structural interior renovations Addition to Existing_ Accessory Structure Building Plans Included: Owner/ Statement or License 3 sets of Plans / Plot Plan THE FOLLOWING ACTION HAS BEEN TAKEN ON THIS APPLICATION: Approved as presented/based on information presented. ' _'Q i/ Denied presented: lied ' P , ` � ✓ Special �r� ermit and/or Site Plan Required under: § - �'CZ? r " j�wr f-A-- PLANNING BOARD ZONING BOARD Received & Recorded at Registry of Deeds Proof Enclosed Finding Required under: § w /ZONING BOARD OF APPEALS Received & Recorded at Registry of Deeds Proof Enclosed Variance Required under: § w /ZONING BOARD OF APPEALS Received & Recorded at Registry of Deeds Proof Enclosed Other Permits Required: Curb Cut from DPW Water Availability Sewer Availability - Septic Approval Board of Health Well Water Potability Board of Health Permit from Conservaf omm 1 sisrf .,. ,.4 € __ , 55 / 4. Signature of Building Official Date 7/ 7 9 9 Note: Issuance of a Zoning permit does not relieve a applicant's burden to comply with all zoning requirements and obtain all required permits from Board of Health, Conservation Commission, Department of public works and other applicable permit granting authorities.