EXHIBIT 3.1
Federal Identification
No. 04-3116697
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 T. Gain , President,
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and Lynette C. Fallon , Clerk,
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of Spacetec IMC Corporation ,
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(Exact name of corporation)
located at 600 Suffolk Street, Lowell, MA 01854
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(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 October 6, 1995 by a vote of the
directors/or:
Common Stock, Series A
Preferred Stock and
3,583,366 shares of Series B Preferred Stock of 4,725,908 shares outstanding,
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(type, class & series, if any)
shares of of shares outstanding, and
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shares of of shares outstanding,
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**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:
Spacetec IMC Corporation
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
See attached sheets
ARTICLE III
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
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TYPE | NUMBER OF SHARES | TYPE | NUMBER OF SHARES | PAR VALUE
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Common: | | Common: | 20,000,000 | $.01 per share
| | | |
Preferred: | | Preferred: | 1,000,000 | $.01 per share
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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.
See attached sheets
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 attached sheets
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Spacetec IMC Corporation
Restated Articles of Organization
ARTICLE II
Purpose of the Corporation
To invent, design, develop, manufacture, license, market and distribute
computer hardware, systems, peripheral devices, software and other technologies,
systems, methods and techniques; to invent, design or contrive processes,
formulae or systems related to the foregoing; to do every other act necessary,
incidental or appropriate to the accomplishment of any of the above purposes or
the exercise of any of the above powers; and to engage in any lawful act or
activity permitted under the General Laws of the Commonwealth of Massachusetts
to corporations organized under Chapter 156B of said laws or successor statutes
thereto.
ARTICLE IV
Description of Capital Stock
The total number of shares of all classes of capital stock which the
Corporation shall be authorized to issue is twenty-one million (21,000,000)
shares, consisting of twenty million (20,000,000) shares of Common Stock, $0.01
par value per share (the "Common Stock"), and one million (1,000,000) shares of
Preferred Stock, $0.01 par value per share (the "Preferred Stock").
The shares of Preferred Stock may be issued from time to time in one or
more series. The directors may determine, in whole or in part, the preferences,
voting powers, qualifications and special or relative rights or privileges of
any such series before the issuance of any shares of that series. The directors
shall determine the number of shares constituting each series of Preferred Stock
and each series shall have a distinguishing designation.
Common Stock
1. The holders of the Common Stock shall have the exclusive right to
vote for the election of directors and on all other matters requiring action by
the stockholders or submitted to the stockholders for action, except as
determined by the Board of Directors in establishing a series of Preferred Stock
or as may otherwise be required by law, and each share of the Common Stock shall
entitle the holder thereof to one vote.
2. The holders of the Common Stock shall be entitled to receive, to the
extent permitted by law, such dividends as may from time to time be declared by
the directors.
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3. Upon any voluntary or involuntary liquidation, dissolution or
winding up of the corporation, the holders of the Common Stock shall be entitled
to receive the net assets of the corporation, after the corporation shall have
satisfied or made provision for its debts and obligations and for payment to the
holders of shares of any class or series having preferential rights to receive
distributions of the net assets of the corporation.
ARTICLE VI
Other Lawful Provisions
A. Board of Directors
1. Classification. The directors shall be divided into three classes,
as nearly equal in number as the then total number of directors constituting the
entire Board permits, with the term of office of one class expiring each year.
The initial Class I directors elected by the stockholders of the Corporation
shall hold office for a term expiring at the 1996 annual meeting of
stockholders; the initial Class II directors elected by the stockholders of the
Corporation shall hold office for a term expiring at the 1997 annual meeting of
stockholders; and the initial Class III directors elected by the stockholders of
the Corporation shall hold office for a term expiring at the 1998 annual meeting
of stockholders. At each such annual meeting of stockholders and at each annual
meeting thereafter, successors to the class of directors whose term expires at
that meeting shall be elected for a term expiring at the third annual meeting
following their election and until their successors shall be elected and
qualified, subject to prior death, resignation, retirement or removal. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, but in no event will a decrease in the number of
directors shorten the term of any incumbent director. Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of any
one or more series of Preferred Stock shall have the right, voting separately as
a class, to elect one or more directors of the Corporation, the election, terms
of office and other features of such directorships shall be governed by the
terms of the vote establishing such series, and such directors so elected shall
not be divided into classes pursuant to this Article VI unless expressly
provided by such terms.
2. Vacancies. Except as otherwise determined by the Board of Directors
in establishing a series of Preferred Stock as to directors elected by holders
of such series, any vacancies in the Board of Directors, including a vacancy
resulting from the enlargement of the Board, may be filled by the directors then
in office, though less than a quorum. Each director so chosen to fill a vacancy
shall be elected to complete the term of office of the director who is being
succeeded. In the case of any election of a new director to fill a directorship
created by an enlargement of the Board, the Board shall in such election assign
the class of directors to which such additional director is being elected, and
each director so elected shall hold office for the same term as the other
members of the class to which the director is assigned.
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3. Removal. Except as otherwise determined by the Board of Directors in
establishing a series of Preferred Stock as to directors elected by holders of
such series, at any special meeting of the stockholders called at least in part
for the purpose, any director or directors may, by the affirmative vote of the
holders of at least a majority of the stock entitled to vote for the election of
directors, be removed from office for cause. The provisions of this subsection
shall be the exclusive method for the removal of directors.
B. Stockholder Vote Required for Certain Actions
The Corporation, by vote of a majority of the stock outstanding and
entitled to vote thereon may (i) authorize any amendment to these Articles of
Organization, (ii) authorize the sale, lease or exchange of all or substantially
all of the Corporation's property and assets, including its goodwill and (iii)
approve a merger or consolidation of the Corporation with or into any other
corporation; so long as such amendment, sale, lease, exchange, merger or
consolidation shall have been approved by the Board of Directors.
C. Additional Provisions
1. Meetings of the stockholders may be held anywhere within the United
State.
2. 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 or partner 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 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.
3. The corporation may be a partner in any business enterprise which it
would have power to conduct itself.
4. 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.
5. A director shall not be liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent that the elimination or limitation of liability
is not permitted under the Massachusetts Business Corporation Law as in effect
when such liability is determined. No amendment or repeal of this provision
shall
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deprive a director of the benefits hereof with respect to any act or omission
occurring prior to such amendment or repeal.
6. Except as otherwise required by law, any action required or
permitted to be taken by the stockholders of the Corporation must be taken at a
duly called annual or special meeting of such holders and may not be taken by
any consent in writing by such holders.
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 are not acceptable) of the principal
office of the corporation in Massachusetts is:
600 Suffolk Street, Lowell, MA 01854
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: Dennis T. Gain 30 Boren Lane Same
Boxford, MA 01921
Treasurer: Linda S. Linsalata 20 Surrey Lane Same
Weston, MA 02193
Clerk: Lynnette Fallon 54 Hundreds Road Same
Wellesley, MA 02181
Directors: Dennis T. Gain See above Same
Linda S. Linsalata 20 Surrey Lane Same
Weston, MA 02193
Morton E. Goulder 97 Ridge Road Same
Hollis, NH 03049, P.O. Box 419
J. Grant Jagelman 3 Cranbrook Road Same
Rose Bay NSW 2029
Australia
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Jerry H. Loyd 910 Central Road, P.O. Box 640 Same
Rye Beach, NH 03871
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of:
March
d. The name and business address of the resident agent, if any, of the
corporation is:
N/A
**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 3, Article 4, Article 6
SIGNED UNDER THE PENALTIES OF PERJURY, this 11th day of December, 1995.
/s/ Dennis T. Gain , *President
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Dennis T. Gain
/s/ Lynnette C. Fallon , Clerk.
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Lynnette C. Fallon
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THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
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I hereby approve the within Restated Articles of Organization
and, the filing fee in the amount of $10,409.05 having been
paid, said articles are deemed to have been filed with me this
11th day of December, 1995.
Effective Date:_______________________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to
Marc A. Rubenstein
Palmer & Dodge
One Beacon Street
Boston, MA 02108
Telephone: (617) 573-0100
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