EXHIBIT 3.1
FEDERAL IDENTIFICATION NO. 04-2680009
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, Joseph M. Tucci, President, and Paul T. Dacier, Assistant Clerk, of EMC
Corporation located at 171 South Street, Hopkinton, Massachusetts 01748, do
hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on December 31, 1999 by a vote of the
directors.
ARTICLE I
The name of the corporation is:
EMC Corporation
ARTICLE II
The purpose of the corporation is to engage in the following business
activity(ies):
1. To develop, manufacture and sell computer peripheral and enhancement
equipment and related products and to engage in all other lawful
business related thereto.
2. To carry on any manufacturing, mercantile, selling, management,
service or other business, operation or activity which may lawfully be
carried on by a corporation organized under the Business Corporation
Law of The Commonwealth of Massachusetts, whether or not related to
those referred to in the foregoing paragraph.
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:
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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: 3,000,000,000 $.01
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Preferred: Preferred: 25,000,000 $.01
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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.
The total number of shares of all classes of capital stock which the
Company shall be authorized to issue is 3,025,000,000 shares, consisting of
3,000,000,000 shares of common stock, $.01 par value per share (the "Common
Stock"), and 25,000,000 shares of preferred stock, $.01 par value per share
(the "Series Preferred Stock").
Common Stock
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 may
be determined by votes of the directors pursuant to Article 4 hereof or as
may otherwise be required by law, and each share of the Common Stock shall
entitle the holder thereof to one vote.
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.
Upon any voluntary or involuntary liquidation, dissolution or winding
up of the Company, the holders of the Common Stock shall be entitled to
receive the net assets of the Company, after the Company 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 Company.
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Preferred Stock
The shares of Series 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, if any, of any such series before the issuance of any
shares of that series; provided, however, that if and to the extent that
shares of any series have voting rights, such rights shall not be in excess
of the greater of (i) one vote per share of such series or (ii) if the
shares of such series are convertible into shares of Common Stock, such
number of votes per share as equals the number of shares of Common Stock
into which one share of such series is at the time of such vote
convertible. The directors shall determine the number of shares
constituting each series of Series Preferred Stock and each series shall
have a distinguishing designation.
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:
(a) The corporation may carry on any business, operation or activity
referred to in Article 2 to the same extent as might an individual, whether
as principal, agent, contractor or otherwise, and either alone or in
conjunction or joint venture or other arrangement with any corporation,
association, trust, firm or individual.
(b) The corporation may carry on any business, operation or activity
through a wholly or partly owned subsidiary.
(c) The corporation may be a partner in any business enterprise which
it would have power to conduct by itself.
(d) The directors may make, amend or repeal the bylaws in whole or in
part, except with respect to any provision thereof which by law or the
bylaws requires action by the stockholders.
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(e) Meetings of the stockholders may be held anywhere in the United
States.
(f) No stockholder shall have any right to examine any property or any
books, accounts or other writings of the corporation if there is reasonable
ground for belief that such examination will for any reason be adverse to
the interests of the corporation, and a vote of the directors refusing
permission to make such examination and setting forth that in the opinion
of the directors such examination would be adverse to the interests of the
corporation shall be prima facie evidence that such examination would be
adverse to the interests of the corporation. Every such examination shall
be subject to such reasonable regulations as the directors may establish in
regard thereto.
(g) The directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits and surplus, what amounts, if any, shall be reserved for any
corporate purpose, and what amounts, if any, shall be declared as
dividends. Unless the board of directors otherwise specifies, the excess of
the consideration for any share of its capital stock with par value issued
by it over such par value shall be paid-in surplus. The board of directors
may allocate to capital stock less than all of the consideration for any
share of its capital stock without par value issued by it, in which case
the balance of such consideration shall be paid-in surplus. All surplus
shall be available for any corporate purpose, including the payment of
dividends.
(h) The purchase or other acquisition or retention by the corporation
of shares of its own capital stock shall not be deemed a reduction of its
capital stock. Upon any reduction of capital or capital stock, no
stockholder shall have any right to demand any distribution from the
corporation, except as and to the extent that the stockholders shall have
provided at the time of authorizing such reduction.
(i) The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by
reason of any interest. In the absence of fraud, any director, officer or
stockholder of this corporation, individually, or any individual having any
interest in any concern which is a stockholder of this corporation, or any
concern in which any of such directors, officers, stockholders or
individuals has any interest, may be a party to, or may be pecuniarily or
otherwise interested in, any contract, transaction or other act of this
corporation, and
(1) such contract, transaction or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or benefit
realized through any such contract, transaction or act; and
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(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize any
such contract, transaction or act, and may vote to authorize the
same;
provided, however, that any contract, transaction or act in which any
director or officer of this corporation is so interested individually
or as a director, officer, trustee or member of any concern which is
not a subsidiary or affiliate of this corporation, or in which any
directors or officers are so interested as holders, collectively, of a
majority of shares of capital stock or other beneficial interest at
the time outstanding in any concern which is not a subsidiary or
affiliate of this corporation, shall be duly authorized or ratified by
a majority of the directors who are not so interested, to whom the
nature of such interest has been disclosed and who have made any
findings required by law;
the term "interest" including personal interest and interest as a
director, officer, stockholder, shareholder, trustee, member or
beneficiary of any concern;
the term "concern" meaning any corporation, association, trust,
partnership, firm, person or other entity other than this
corporation; and
the phrase "subsidiary or affiliate" meaning a concern in which a
majority of the directors, trustees, partners or controlling
persons is elected or appointed by the directors of this
corporation, or is constituted of the directors or officers of
this corporation.
To the extent permitted by law, the authorizing or ratifying vote of
the holders of a majority of the shares of each class of the capital
stock of this corporation outstanding and entitled to vote for
directors at any annual meeting or a special meeting duly called for
the purpose (whether such vote is passed before or after judgment
rendered in a suit with respect to such contract, transaction or act)
shall validate any contract, transaction or act of this corporation,
or of the board of directors or any committee thereof, with regard to
all stockholders of this corporation, whether or not of record at the
time of such vote, and with regard to all creditors and other
claimants under this corporation; provided, however, that
A. with respect to the authorization or ratification of
contracts, transactions or acts in which any of the directors,
officers or stockholders of this corporation have an interest,
the nature of such contracts, transactions or acts and the
interest of any director, officer or stockholder therein shall be
summarized in the notice of any such annual or special meeting,
or in a statement or letter accompanying such notice, and shall
be fully disclosed at any such meeting;
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B. the stockholders so voting shall have made any findings
required by law;
C. stockholders so interested may vote at any such meeting
except to the extent otherwise provided by law; and
D. any failure of the stockholders to authorize or ratify
such contract, transaction or act shall not be deemed in any way
to invalidate the same or to deprive this corporation, its
directors, officers or employees of its or their right to proceed
with such contract, transaction or act.
No contract, transaction or act shall be avoided by reason of any
provision of this paragraph (i) which would be valid but for such
provision or provisions.
(j) The corporation shall have all powers granted to corporations
by the laws of The Commonwealth of Massachusetts, provided that no
such power shall include any activity inconsistent with the Business
Corporation Law or the general laws of said Commonwealth.
(k) No director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director to the extent provided by applicable law
notwithstanding any provision of law imposing such liability;
provided, however, that to the extent, and only to the extent,
required by Section 13(b) (1 1/2) or any successor provision of the
Massachusetts Business Corporation Law, this provision shall not
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 a knowing violation of law, (iii) under
sections 61 or 62 of the Massachusetts Business Corporation Law, or
(iv) for any transaction from which the director derived an improper
personal benefit. This provision shall not be construed in any way so
as to impose or create liability. The foregoing provisions of this
Article 6(k) shall not eliminate the liability of a director for any
act or omission occurring prior to the date on which this Article 6(k)
becomes effective. No amendment to or repeal of this Article 6(k)
shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such
amendment or repeal.
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.
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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:
171 South Street, Hopkinton, Massachusetts 01748
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
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President: Joseph M. Tucci 10 Mountain Laurel Drive c/o EMC Corporation
Nashua, NH 03062 171 South St., Hopkinton, MA 01748
Treasurer: Colin G. Patteson 5 Elizabeth Road c/o EMC Corporation
Hopkinton, MA 01748 171 South St., Hopkinton, MA 01748
Clerk: Thomas J. Dougherty 247 Adams Street c/o EMC Corporation
Milton, MA 02186 171 South St., Hopkinton, MA 01748
Directors: Michael C. Ruettgers 453 Bedford Road c/o EMC Corporation
Carlisle, MA 01741 171 South St., Hopkinton, MA 01748
Michael J. Cronin 19 Wight Street c/o EMC Corporation
Medfield, MA 02052 171 South St., Hopkinton, MA 01748
John R. Egan 22 Old Farm Road c/o EMC Corporation
Hopkinton, MA 01748 171 South St., Hopkinton, MA 01748
Maureen Egan 8 Queen Anne Road c/o EMC Corporation
Hopkinton, MA 01748 171 South St., Hopkinton, MA 01748
W. Paul Fitzgerald 27 Seacrest Drive c/o EMC Corporation
Orleans, MA 02653 171 South St., Hopkinton, MA 01748
Joseph F. Oliveri 13 Steel Road c/o EMC Corporation
Hopedale, MA 01747 171 South St., Hopkinton, MA 01748
Richard J. Egan 8 Queen Anne Road c/o EMC Corporation
Hopkinton, MA 01748 171 South St., Hopkinton, MA 01748
Alfred M. Zeien 300 Boylston Street, #1104 c/o EMC Corporation
Boston, MA 02116 171 South St., Hopkinton, MA 01748
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:
CT Corporation, 2 Oliver Street, Boston, Massachusetts 02109
** 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:
None.
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SIGNED UNDER THE PENALTIES OF PERJURY, this 1st day of February, 2000.
/s/ Joseph M. Tucci
Joseph M. Tucci
President
/s/ Paul T. Dacier
Paul T. Dacier
Assistant Clerk
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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
$___________ having been paid, said articles are
deemed to have been filed with me this _____ day of
____________, 1999.
EFFECTIVE DATE: _____________________________
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Paul T. Dacier
Vice President and General Counsel
EMC Corporation
171 South Street, Hopkinton, MA 01748
Telephone: (508) 435-1000