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
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Joseph M. Tucci, President, and Paul T. Dacier, Assistant Clerk of EMC
Corporation, located at 171 South Street, Hopkinton, Massachusetts 01748,
certify that these Articles of Amendment affecting article numbered 3 of the
Articles of Organization were duly adopted at a meeting held on May 9, 2001, by
vote of 1,642,292,384 shares of Common Stock of 2,206,534,843 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 the 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:
WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES PAR VALUE
COMMON 3,000,000,000 $.01
PREFERRED 25,000,000 $.01
Change the total authorized to:
WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES PAR VALUE
COMMON 6,000,000,000 $.01
PREFERRED 25,000,000 $.01
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 9th day of May, 2001.
/s/ Joseph M. Tucci, President
/s/ Paul T. Dacier, Assistant Clerk
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 article is deemed to have been filed
with me this __________ day of _____________________, 20__.
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, Esq.
Vice President and General Counsel
EMC Corporation
171 South St.
Hopkinton, MA 01748
Telephone: 508-435-1000
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:
WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ----------------------------------------------------------------------------------------------
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.
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.
(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
(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;
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.
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
---- ------------------- -------------------
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.
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
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