EXHIBIT 3.1 FEDERAL IDENTIFICATION
----------- NO. 04-3305282
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
RESTATED ARTICLES OR ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
We, Glenn D. Bolduc , *President
and John J. Hassett , *Clerk
of VIALOG CORPORATION ,
(Exact name of corporation)
located at 46 Manning Road, Billerica, MA 01821 ,
(Street address of corporation Massachusetts)
do hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on February 27, 1997 by a vote of the
directors.
ARTICLE I
The name of the corporation is:
VIALOG CORPORATION
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
For the purpose of acquiring existing other businesses.
In general to carry on any lawful business whatsoever in connection with
the foregoing and which is calculated directly or indirectly to promote the
interest of the corporation or enhance the value of its property.
To engage in any business or other activity which a corporation organized
under Massachusetts General Laws, Chapter 156B, may lawfully carry on, whether
or not related to those activities referred to in the preceding paragraphs.
*Delete the inapplicable words. **Delete the inapplicable clause.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON 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.
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
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 30,000,000 $.01
Preferred: Preferred: 10,000,000 $.01
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.
I. PROVISIONS GENERALLY APPLICABLE TO PREFERRED SHARES
The description of the Preferred Stock is as follows:
1. CERTIFICATE OF DESIGNATION. The Board of Directors is authorized,
subject to limitations described by law and the provisions of this Article IV,
to provide for the issuance of shares of Preferred Stock with or without series,
and, by filing a certificate pursuant to the applicable law of the Commonwealth
of Massachusetts (the "Certificate of Designation"), to establish from time to
time the number of shares to be included in each such series and to fix the
designation, preferences, voting powers, qualifications and special or relative
rights or privileges of the shares of each such series. In the event that at
any time the Board of Directors shall have established and designated one or
more shares of Preferred Stock consisting of a number of shares less than all of
the authorized number of shares of Preferred Stock, the remaining authorized
shares of Preferred Stock shall be deemed to be shares of an undesignated series
of Preferred Stock until designated by the Board of Directors as being a part of
a series previously established or a new series then being established by the
Board of Directors. Notwithstanding the fixing of the number of shares
constituting a particular series, the Board of Directors may at any time
thereafter authorize the issuance of additional shares of the same series except
as set forth in the Certificate of Designation.
2. AUTHORITY OF THE BOARD. The authority of the Board of Directors with
respect to each series of Preferred Stock shall include, but not be limited to,
determination of the following:
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(a) the number of shares constituting that series, which number may be
increased or decreased (but not below the number of shares of such series then
outstanding) from time to time by the Board of Directors, and the distinctive
designation of that series;
(b) whether any dividend shall be paid on shares of that series, and, if
so, the dividend rate on the shares of that series; whether dividends shall be
cumulative and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;
(c) whether shares of that series shall have voting rights in addition to
the voting rights provided by law and, if so, the terms of such voting rights;
(d) whether shares of that series shall be convertible into shares of
Common Stock or another security and, if so, the terms and conditions of such
conversion, including provisions for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(e) whether or not the shares of that series shall be redeemable and, if
so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates; and whether that series shall have a sinking fund
for the redemption or purchase of shares of that series and, if so, the terms
and amount of such sinking fund;
(f) whether, in the event of purchase or redemption of the shares of that
series, any shares of that series shall be restored to the status of authorized
but unissued shares or shall have such other status as shall be set forth in the
Certificate of Designation;
(g) the rights of the shares of that series in the event of the sale,
conveyance, exchange or transfer of all or substantially all of the property and
assets of the Corporation, or the merger or consolidation of the Corporation
into or with any other Corporation, or the merger of any other corporation into
it, or the voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, and the relative rights of priority, if any, of shares of that
series to payment in any such event;
(h) whether the shares of that series shall carry any preemptive right in
or preemptive right to subscribe to any additional shares of Preferred Stock or
any shares of any other class of stock which may at any time be authorized or
issued, or any bonds, debentures or other securities convertible into shares of
stock of any class of the Corporation, or options or warrants carrying rights to
purchase such shares or securities; and
(i) any other designation, preferences, voting powers, qualifications, and
special or relative rights or privileges of the shares of that series.
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II. PROVISIONS APPLICABLE TO COMMON SHARES
1. NO PREFERENCE. None of the Common Shares shall be entitled to any
preference, and each Common Share shall be equal to every other such share in
every respect. Each Common Share shall be entitled to one vote.
2. LIQUIDATION RIGHTS. Holders of Common Stock are entitled to share
ratably in the net assets of the Company upon liquidation after payment or
provision for all liabilities of the Company and any preferential liquidation
rights of any Preferred Stock then outstanding.
3. DIVIDEND RIGHTS. Subject to the provisions with respect to the
Preferred Shares, and not otherwise, such dividends, payable in cash, shares or
otherwise, as may be determined by the Board of Directors may be declared and
paid on the Common Shares from time to time out of any funds lawfully available
therefor, and except as specified by the Board of Directors, the Preferred
Shares shall not be entitled to participate, as such, in any such dividend.
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. INDEMNIFICATION
The Corporation will indemnify directors, officers, employees and other
agents, present or former, of the Corporation and persons who serve at its
request as directors, officers, employees or agents of another organization, or
who serve at its request in any capacity with respect to any employee benefit
plan, to the extent and as provided in the By-Laws.
B. STOCKHOLDERS' MEETINGS
Meetings of stockholders of this Corporation may be held anywhere in the
United States.
C. AMENDMENT OF BY-LAWS
The By-Laws may provide that the Board of Directors, as well as the
stockholders, may make, amend or repeal the By-Laws of this Corporation, except
with respect to any provision thereof which by law, by these Articles or by the
By-Laws, requires action by the stockholders.
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Any By-Law adopted by the Board of Directors may be amended or repealed by the
stockholders.
D. ACTING AS A PARTNER
This Corporation may be a partner or joint venturer in any business
enterprise which it would have power to conduct by itself.
E. INTERESTED TRANSACTIONS
The directors will 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 (as defined below). In the absence of fraud, any director,
officer or stockholder of this Corporation individually, or any individual
having any Interest in any Concern (as defined below) in which any such
directors, officers, stockholders or individuals have 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, transactions 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.
For purposes of this Article, the term "Interest" will mean personal interest as
a director, officer, stockholder, shareholder, trustee, member or beneficiary of
any Concern; and the term "Concern" will mean any corporation, association,
trust, partnership, firm, person or other entity other than this Corporation.
F. LIMITATION OF LIABILITY OF DIRECTORS
No director of this Corporation will be personally liable to this
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, that the foregoing will not eliminate the liability of a director (i)
for any breach of such director's duty of loyalty to this 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 Section 61 or
62 of Chapter 156B of the Massachusetts General Laws, or (iv) for any
transaction from which such director derived an improper personal benefit. No
amendment or repeal of this Article will adversely affect the rights and
protection
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afforded to a director of this Corporation under this Article for acts or
omissions which occurred while this Article was in effect.
G. TERM OF OFFICE FOR THE BOARD OF DIRECTORS
The Directors shall be classified with respect to the time for which they
shall severally hold office by dividing them into three classes, each consisting
of one-third, or as equal in number as possible, of the whole number of the
Board of Directors, and all Directors shall hold office until their successors
are chosen and qualified, or until their earlier death, resignation, or removal.
At the first meeting held for election of the Board of Directors following
adoption of these Restated Articles, Directors of the first class ("Class I
Directors") shall be elected for a term of one year; Directors of the Second
Class ("Class II Directors") shall be elected for a term of two years; Directors
of the Third Class ("Class III Directors") shall be elected for a term of three
years. At each annual meeting thereafter, the successors to the class of
Directors whose term expires at that meeting shall be elected to hold office for
a term continuing until the annual meeting held in the third year following the
year of their election and until their successors are duly elected and
qualified.
*If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
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:
46 Manning Road, Billerica, MA 01821
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: Glenn D. Bolduc 7 Springvale Street 7 Springvale Street
Hollis, NH 03049 Hollis, NH 03049
Treasurer: John J. Dion 41 Cypress Street 41 Cypress Street
Newton, MA 02159 Newton, MA 02159
Clerk: John J. Hassett 8 Harbor View 8 Harbor View
Marblehead, MA 01945 Marblehead, MA 01945
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Directors: John J. Hassett 8 Harbor View Same as above
Marblehead, MA 01945
Glenn D. Bolduc 7 Springvale Street 7 Springvale Street
Hollis, NH 03049 Hollis, NH 03049
Thomas Carroll 96 Village Street 96 Village Street
Marblehead, MA 01945 Marblehead, MA 01945
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:
N/A
**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 27th day of February, 1997,
/s/
Glenn D. Bolduc , *President
/s/
John J. Hassett , *Clerk
*Delete the inapplicable words. **If there are no amendments, state `None'.
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THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
I hereby approve the within Restated Articles of Organization and, the filing
fee in the amount of $200.00 having been paid, said articles are deemed to have
been filed with me this 27th day of February, 1997.
Effective Date:
----------------------------------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILED IN BY CORPORATION
Photocopy of document to be sent to:
David L. Lougee, Esq.
Mirick, O'Connell, DeMallie & Lougee, LLP
1700 Bank of Boston Tower, 100 Front Street
Worcester, MA 01608-1477
Telephone: (508) 799-0541
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