EX-99.B.17.1 3 ex_b17-1.txt RESTATED ARTICLES OF ORGANIZATION Exhibit B.17.1 FEDERAL IDENTIFICATION NO. 04-3248833 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 RESTATED ARTICLES OF ORGANIZATION General Laws, Chapter 156B, Section 74) We, Dennis G. Morrissette, * President and Marie A. Sullivan, ,*Clerk of Select Energy Contracting, Inc. located at 24 Prime Parkway, Natick, MA 01760 (Street address of corporation Massachusetts) do hereby certify that the following Restatement of the Articles of Organization was duly adopted at a meeting held on April 20, 2000 by a vote of 100 shares of common stock of 100 shares outstanding, (type, class & series, any) ____ shares of common stock of _____ shares outstanding, and (type, class & series, any) shares of common stock of 100 shares outstanding, (type, class & series, any) "being at least a majority of each type, class or series outstanding and entitled to vote thereon: / ARTICLE I The name of the corporation is: Select Energy. Contracting, Inc. ARTICLE II The purpose of the corporation is to engage in the following business activity(ies): See Attachment A *Delete the inapplicable words. **Delete the inapplicable clause. Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper with a left margin of at least I inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. ATTACHMENT A SELECT ENERGY CONTRACTING, INC. ARTICLE II To engage in the business of an energy services company, including, without limitation, providing conservation and load management services, energy management services and consulting services related thereto to customers in the United States and elsewhere, and to engage in electrical contracting and installation work, including but not limited to Alarm Systems, and any and all business activities in which a corporation organized under M.G.L. ch. 156B may engage. ARTICLE III State the total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue: WITHOUT PAR VALUE WITH PAR VALUE TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE Common: 100,000 $1.00 Common: Preferred: Preferred: ARTICLE IV If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class. N/A ARTICLE V The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are: None. ARTICLE VI **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: See Attachment B. **If there are no provisions state "None". Note: The preceding six (6) articles are considered to be permanent and may ONLY be changed by filing appropriate Articles of Amendment ATTACHMENT B SELECT ENERGY CONTRACTING, INC. ARTICLE VI (a) 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 or the By-Laws requires action by the stockholders. (b) Meetings of the stockholders may be held anywhere in the United States. (c) The Corporation may be a partner or joint venturer in any business enterprise it would have the power to conduct by itself. (d) The directors shall have the power to fix from time to time their compensation. (e) To the fullest extent permitted by the Massachusetts Business Corporation Law, M.G.L. ch. 156B, as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. ARTICLE VII The effective date of the restated Articles of Organization of the corporation shall be 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. ARTICLE VIII The Information contained in Article VIII Is not a permanent part of the Articles of Organization. a. The street address (post office boxes arc not acceptable) of the principal office of the corporation in Massachusetts is: 24 Prime Parkway, Natick, MA 01760 b. The name, residential address and post office address of each director and officer of the corporation is as follows: NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS President: Treasurer: See Attachment C Clerk: Directors: c. The fiscal year (i.e., tax year) of the corporation shall end on the last day of the month of: December d. The name and business address of the resident agent, if any, of the corporation is: Linda A. Jensen 24 Prime Parkway Natick, MA 01760 **We 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 II is hereby-amended to add the following language to the existing purpose of the corporation: "electrical, contracting and installation work, including but not limited to Alarm Systems." SIGNED UNDER THE PENALTIES OF PERJURY, this _____ day of April, 2000, /s/ Dennis Morrissette, *President /s/ Marie A. Sullivan, *Assistant Clerk Select Energy Contracting, Inc. ATTACHMENT C April 20, 2000 Stephen J. Fabiani Director Primary Address: Select Energy, Inc. 107 Selden Street Berlin, CT 06037 Home Address: 4 Korinthian Way Andover, MA 01810 Dennis G. Morrissette Director Primary Address: Select Energy Contracting, Inc. d/b/a/ Denron Plumbing & HVAC 605 Front Street Manchester, NH 03102 Home Address: 7 Meadowcrest Road Hookset, NH 03106 Thomas W. Philban Director Primary Address: HEC Inc. 24 Prime Parkway Natick, MA 01760 Home Address: 62 Far Reach Road Westwood, MA 02090 James B. Redden Director Primary Address: HEC Inc. 24 Prime Parkway Natick, MA 01760 Home Address: One Pueblo Road Medfield, MA 02052 OFFICERS Thomas W. Philban Chairman of the Board Primary Address: HEC Inc. 24 Prime Parkway Natick, MA 01760 Home Address: 62 Far Reach Road Westwood, MA 02090 Dennis G. Morrissette President Primary Address: Select Energy Contracting, Inc. d/b/a/ Denron Plumbing & HVAC 605 Front Street Manchester, NH 03102 Home Address: 7 Meadowcrest Road Hookset, NH 03106 Joseph F. Bellefeuille Vice President Primary Address: Select Energy Contracting, Inc. d/b/a/ Denron Plumbing & HVAC 605 Front Street Manchester, NH 03102 Home Address: 42 Veronica Drive Bedford, NH 13110 Jeffrey M. Warren Vice President-Production Primary Address: Select Energy Contracting, Inc. d/b/a/ Denron Plumbing & HVAC 605 Front Street Manchester, NH 03102 Home Address: 41 Cambridge Drive Canterbury, NH 03224 Carol L. Carver Clerk Primary Address: HEC Inc. 24 Prime Parkway Natick, MA 01760 Home Address: 17 Lewis Terrace Winthrop, MA 02152 Christopher Fogarty Controller Primary Address: Select Energy Contracting, Inc. d/b/a/ Denron Plumbing & HVAC 605 Front Street Manchester, NH 03102 Home Address: 69 Primrose Lane Penacook, NH 03303 Linda A. Jensen Treasurer Primary Address: HEC Inc. 24 Prime Parkway Natick, MA 01760 Home Address: 250 Pond Street Jamaica Plain, MA 02130 Frederic Lee Klein Assistant Clerk Primary Address: Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Home Address 68 Ridgecrest Road Glastonbury, CT 06033 Marie A. Sullivan Assistant Clerk Primary Address: Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Home Address: 112 Belle Woods Drive Glastonbury, CT 06033 Ann M. Gilbert Assistant Controller Primary Address: Select Energy Contracting, Inc. d/b/a/ Denron Plumbing & HVAC 605 Front Street Manchester, NH 03102 Home Address: 726 Montgomery Street Manchester, NH 03102 David R. McHale Assistant Treasurer Primary Address: Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Home Address: 15 Withe Pass Burlington, CT 06013 THE COMMONWEALTH OF MASSACHUSETTS RESTATED ARTICLES OF ORGANIZATION (General Laws, Chapter 156B, Section 74) I hereby approve the within Restated Articles of Organization and, the filing fee in the amount of $ having been paid, said articles are deemed to have been filed with me this day of _______________ ,19__ Effective Date: WILLIAM FRANCIS GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION Photocopy of document to be sent to: Jean Kerrigan C T Corporation System 101 Federal Street Boston, MA 02110 Telephone: 617-757-6401