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