FEDERAL IDENTIFICATION
NO. 04-2381876
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EXHIBIT 3.2
The Commonwealth of Massachusetts
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Examiner William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
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Name
Approved
We, John L. Coughlin , *President/
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and John T. Lynch , *Clerk/
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of Benthos, Inc. ,
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(Exact name of corporation)
located at 49 Edgerton Drive, Falmouth ,
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(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
6
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(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 April 11 , 1997, by vote of:
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623,637 shares of Common Stock of 824,060 shares outstanding,
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(type, class & series, if any)
shares of of shares outstanding, and
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(type, class & series, if any)
shares of of shares outstanding,
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(type, class & series, if any)
C
P /1/**being a majority of each type, class or series outstanding and
M entitled to vote thereon:/ or /2/**being at least two-thirds of each
R.A. type, class or series outstanding and entitled to vote thereon and of
each type, class or series of stock whose rights are adversely
affected thereby:
*Delete the inapplicable words. **Delete the inapplicable clause.
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/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
P.C. 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:
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WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: Common:
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Preferred: Preferred:
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Change the total authorized to:
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WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: Common:
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Preferred: Preferred:
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CONTINUATION SHEET 6A
ONE: All corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise provided by law. In furtherance and not
in limitation of the powers conferred by statute, the Board of Directors is
expressly authorized to make, amend or repeal the By-Laws of the Corporation in
whole or in part, except with respect to any provision thereof which by law or
the By-Laws requires action by the stockholders, and subject to the power of the
stockholders to amend or repeal any By-Law adopted by the Board of Directors.
TWO: Meetings of the stockholders of the Corporation may be held anywhere
within the United States.
THREE: The Corporation may be a partner in any business enterprise which
it would have power to conduct by itself.
FOUR: In the absence of fraud, no contract or other transaction of the
Corporation shall be affected or invalidated by the fact that any of the
directors of the Corporation are in any way interested in or connected with any
other party to such contract or transaction or are themselves parties to such
contract or transaction, provided that the interest in any such contract or
transaction of any such director shall at the time be fully disclosed or
otherwise known to the Board of Directors. Any director of the Corporation may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors which shall authorize such contract or transaction and may vote and
act upon any matter, contract or transaction between the Corporation and any
other person without regard to the fact that he is also a stockholder, director
or officer of, or has any interest in, such other person with the same force and
effect as if he were not such stockholder, director or officer or not so
interested. Any contract or other transaction of the Corporation or of the
Board of Directors or of any committee thereof which shall be ratified by a
majority of the holders of the issued and outstanding stock entitled to vote at
any annual meeting or any special meeting called for that purpose shall be as
valid and as binding as though ratified by every stockholder of the Corp
oration; provided, however, that any failure of the stockholders to approve or
ratify such contract or other transaction, when and if submitted, shall not be
deemed in any way to render the same invalid or deprive the directors and
officers of their right to proceed with such contract or other transaction.
Article Six of the Corporation's Articles of Organization is hereby
amended by adding thereto the provisions contained in Continuation
Sheet 6A annexed hereto. No change is made to the other provisions of
said Article Six or of the Articles of Organization
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 28 day of April,1997,
/s/ [SIGNATURE APPEARS HERE] , President
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/s/ [SIGNATURE APPEARS HERE] , Clerk
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
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I hereby approve the within Articles of Amendment and, the
filing fee in the amount of $_______ having been paid, said
articles are deemed to have been filed with me this ____ day
of _____________ 19__.
Effective date:_____________________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
William P. Griffin, Jr.
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Davis, Malm & D'Agostine, P.C.
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One Boston Place
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Boston, MA 02108
(617) 367-2500