EXHIBIT 3.1.54
FEDERAL IDENTIFICATION NO. 04-2393279
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 1588, SECTION 74
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the of stockholders adopting the restated
articles of organization. The fee for filing this certificate is prescribed by
General Laws, Chapter 1568, Section 114. Make check payable to the Commonwealth
of Massachusetts.
We, Jon F. Kropper President and
James C. Hamilton Clerk of
HADCO CORPORATION
(Name of Corporation)
located at .... c/o.James C. Hamilton, One Court Street, Boston, MA. 02108
do hereby certify that the following restatement of the articles of organization
of the corporation was
duly adopted at a meeting held on March 1, 1989, by vote of
8,973,423 shares of Common out of 10,850,497 shares outstanding.
(Class of Stock)
shares of out of shares outstanding, and
(Class of Stock)
shares of out of shares outstanding.
(Class of Stock)
being at least two-thirds of each class of stock outstanding and entitled to
vote and of each class or
series of stock adversely affected thereby:
1. The name by which the corporation shall he known is:
Hadco Corporation
2. The purpose for which the corporation is formed are as
follows: To carry on a general manufacturing and merchandising
business and any business incidental thereto or in any way
connected therewith, including, but without limiting the
generality of the foregoing purpose, the trade or business of
designing, producing, manufacturing, adapting, developing,
forming, processing, converting, testing and otherwise
acquiring, owning, holding, consuming, disposing of and
dealing in, and an interest in, printed circuits and all types
of electronic and communications equipment and any and all
other goods, articles, materials, equipment or compounds
required for, or convenient in connection with, or incidental
to any of the foregoing, and any other trade or business which
can conveniently be carried on in conjunction with any of the
materials aforesaid in or upon the premises of the
Corporation, and to carry on any business permitted by the
laws of the Commonwealth of Massachusetts to a corporation
organized under Chapter 156B.
Note: If the spare provided under any article or item on this form is
insufficient, additions shall be act forth at separate 8-1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one article may be continued an a single sheet so long as each article
requiring each such addition is clearly indicated.
3. The total number of shares and the par value, if any, of each
class of stock which the corporation i authorized to issued is
as follows:
WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- -------------- ---------------- ---------------- ---------
Preferred None None --
Common None 25,000,000 $.05
4. *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:
None
5. *The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any class
are as follows:
None
6. *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 Continuation Sheet 6A, which is incorporated herein by
reference.
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* If there are no such provisions, state "None".
Continuation Sheet 6A
Meetings of stockholders may be held anywhere in the United States. 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. The whole or any part of the authorized but unissued shares of
capital stock may be issued at any time or from time to time by the Board of
Directors without further action by the stockholders. The Corporation may be a
partner in any business.
The Corporation eliminates the personal liability of each director to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any statutory provision or other law imposing
such liability; provided, that nothing in this paragraph shall eliminate or
limit the liability of a director (i) for any 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 knowing violation of
law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit.
We further certify that the foregoing restated articles of organization
effect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles 3 and 4.
Briefly describe amendments in space below:
The amendment abolishes the previously existing class of Convertible Preferred
Stock and accordingly, amends Article 3 of the Restated Articles of Organization
to delete reference to the Convertible Preferred Stock. Because the class of
Convertible Preferred Stock has been eliminated and there remains only a single
class of Common Stock of Hadco Corporation, Article 4, which had previously
described the different classes of stock and the differing rights and privileges
of such class, is deleted, in its entirety.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, WE HAVE HERETO
SIGNED OUR NAMES THIS 1ST DAY OF MARCH IN THE YEAR 1989.
/s/ Jon F. Kropper President
- ------------------------------------
Jon F. Kropper
/s/ James C. Hamilton Clerk
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James C. Hamilton