Exhibit 3.1
FEDERAL IDENTIFICATION
NO. 04-1717070
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Robert Band, President and Dennis M. Ryan, Clerk of Perini Corporation,
located at 73 Mt. Wayte Avenue, Framingham, MA 01701, certify that these
Articles of Amendment affecting articles numbered: 3 of the Articles of
Organization were duly adopted at a meeting held on March 2, 2000, by vote of:
3,644,105 shares of Common of 5,682,287 shares outstanding, 200,184 shares of
Series B Preferred of 200,184 shares outstanding, being at least a majority of
each type, class or series outstanding and entitled to vote thereon.
To change the number of shares and par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
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WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---------------- --------------------------------- ------------- ------------------------------- -------------------
Common: Common: 15,000,000 1.00
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Preferred: Preferred: 1,000,000 1.00
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Change the total authorized to:
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WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------------------------- -----------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---------------- --------------------------------- ------------- ------------------------------- -------------------
Common: Common: 40,000,000 1.00
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Preferred: Preferred: 1,000,000 1.00
- --------------------------------------------------------------------------------------------------------------------
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:
SIGNED UNDER THE PENALTIES OF PERJURY, this 29th day of March, 2000,
/s/ Robert Band , President, /s/ Dennis M. Ryan , Clerk.
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2
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within Articles of Amendment 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 sent to:
Rajeev Balakrishna, Esq.
Goodwin, Procter & Hoar, LLP
Exchange Place
Boston, MA 02109
3
Exhibit 3.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED
BY-LAWS OF PERINI CORPORATION
1. The Amended and Restated Bylaws of the Company are hereby amended by
deleting sections 3.3 and 4.5 in their entirety and replacing them with the
following:
3.3 Committees. The directors may, by vote of a majority of the directors
then in office, elect from their number an executive committee and
other committees and may by vote delegate to any such committee or
committees some or all of the powers of the directors except these
which by law, by the articles of organization or by these by-laws they
are prohibited from delegating. Except as the directors may otherwise
determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or such
rules, its meetings shall be called, notice given or waived, its
business conducted, or its action taken as nearly as may be the same
manner as is provided by these by-laws with respect to meetings or for
the conduct of business or the taking of action by the directors. All
members of such committees shall hold such offices at the pleasure of
the board of directors. The board of directors may abolish any such
committee at any time. Any committee to which the board of directors
delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the board of directors. The
board of directors shall have power to rescind any action of any
committee, but no such rescission shall have retroactive effect.
4.5 Chairman of the Board, Vice-Chairman of the Board and President. The
chairman of the board shall be the chief executive officer of the
corporation and shall preside at all meetings of the stockholders and
of the directors at which he is present. The vice-chairman of the
board, if there be such an officer, shall, in the absence of the
chairman of the board, preside at all meetings of the stockholders and
of the directors at which he is present. The chairman and
vice-chairman shall each advise with and make his counsel available to
the other officers of the corporation and each shall have such other
duties and powers as shall be prescribed from time to time by the
directors.
The chief executive officer shall, subject to the direction of
the directors, have general charge of the property and business of the
corporation and of all operations, shall employ and remove at pleasure
and fix the duties and compensation of managers, agents, salesmen,
clerks, workmen and other subordinate employees of the corporation,
and shall have such other duties and powers as shall be prescribed
from time to time by the directors.
The president, subject to the direction of the directors and of
the chairman of the board, shall direct and supervise the
administration of the business and affairs of the corporation and
shall have such other duties and powers as shall be prescribed from
time to time by the directors.
2. All other provisions of the Amended and Restated Bylaws shall remain in
full force and effect.
Approved by the Board of Directors on January 31, 2000, effective after the
closing of the exchange of the Series B Preferred Stock on March 29, 2000.