Exhibit 3.1.1 FEDERAL IDENTIFICATION
NOTE: Left hand column has the following: NO. 04-2601571
Space for initials for Examiner, Name Approved,
C, P, M, R.A. and P.C.
NOTE: Stamped by the Secretary of the Commonwealth
97 FEB 10, PM 1:40 Corporation Division
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, Bruce A. Shear, President
and Paula C.Wurts, Assistant Clerk
of PHC, Inc.
_______________________________________________
(Exact name of corporation)
located at: 200 Lake Street, Suite 102, Peabody, MA 01960
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
3
___________________________________________________________________________
(Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on December
31, 1996, by vote of:
2,165,526 shares of Class A Common stock in favor out of 2,483,522 shares
outstanding. (type, class, & series if any)
742,218 shares of Class B Common Stock in favor out of 800,628* shares
outstanding. (type, class, & series if any)
** being at least a majority of each type, class or series outstanding and
entitled to vote thereon.
* The Class A and Class B Common Shares vote together as a single class
upon all matters except the election of directors; each Class A Share is
entitled to one vote per share and each Class B share is entitled to five votes
per share.
.
For amendments adopted pursuant to Chapter 156B. Section 70.
For amendments adopted pursuant to Chapter 156B. Section 71.
NOTE:: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8
1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions
to more than one article may be made on a single sheet so long as each
article requiring each addition is clearly indicated.
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:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: Class A 10,000,000 $.01
Class B 2,000,000 $.01
Class C 200,000 $.01
Preferred: Preferred: 1,000,000 $.01
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: Class A 20,000,000 $.01
Class B 2,000,000 $.01
Class C 200,000 $.01
Preferred: Preferred: 1,000,000 $.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 28th day of January, 1997
Bruce A, Shear__________________________________, President
Paula C. Wurts _________________________________, 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 __________ date
of __________, 19_______.
Effective date: _______________________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILED IN BY CORPORATION
Photocopy of document to be sent to:
Roslyn G. Daum, Esq.
Choate, Hall & Stewart
Exchange Place, 53 State Street
Boston, MA 02109