EXHIBIT 3.1
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT Federal Identification
General Laws, Chapter 156B, Section 72 No. 04-2731202
We, STEVEN P. MILTON, PRESIDENT and JOHN D. PITTENGER, CLERK, of
COMPUTER TELEPHONE CORP. located at 360 SECOND AVE., WALTHAM,
MASSACHUSETTS 02154 do hereby certify that these ARTICLES OF
AMENDMENT affecting Articles NUMBERED 1 of the Articles of
Organization were duly adopted at a meeting held on 09/26/96, by
vote of: 5,407,571 shares of Common Stock out of 9,601,155 shares
outstanding, being at least a majority of each type, class or
series outstanding and entitled to vote thereon:
To change Article 1 of the Restated Articles of Organization
relating to the name of the corporation to read as follows:
"1. The name by which the corporation shall be known is:
CTC Communications Corp."
The foregoing amendment will become effective when these articles
of amendment are filed in accordance with Chapter 156B, Section 6
of The General Laws 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.
EFFECTIVE DATE: immediately upon filing.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereunto signed our names this 26th day of September, in the year
1996.
/s/ STEVEN P. MILTON, President
/s/ JOHN D. PITTENGER, 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 $100.00 having been paid, said articles are
deemed to have been filed with me this 30th day of September, 1996.
/s/ William Francis Galvin
William Francis Galvin, Secretary of the Commonwealth
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
Federal Identification
No. 04-2731202
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 156B, Section 74
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the restated articles of organization. The
fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
-----------------------
We, Robert J. Fabbricatore, President, and John D. Pittenger,
Clerk, of Computer Telephone Corp., located at:
360 Second Avenue, Waltham, Massachusetts 02154
do hereby certify that the following restatement of the articles
of organization of the corporation was duly adopted at a meeting
held on August 21, 1995, by vote of 2,487,140 shares of Class 1
Common Stock out of 3,116,937 shares outstanding, being at least
two-thirds of each class of stock outstanding and entitled to
vote and of each class or series of stock adversely affected
thereby: -
1. The name by which the corporation shall be known is:-
Computer Telephone Corp.
2. The purposes for which the corporation is formed are as
follows:-
(a) For the sale, installation and service of computer
controlled tele-communication systems.
(b) To carry on any business or other activity which may be
lawfully 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.
3. The total number of shares and the par value, if any, of
each class of stock which the corporation is authorized to issue
is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- -------------- ---------------- ---------------- ---------
Preferred None 1,000,000 $1.00
Common None 25,000,000 $ .01
4. If more than one class is authorized, a description of each
of the different classes of stock with, if any, the preferences,
voting powers, qualifications, special or relative rights or
privileges as to each class thereof and any series now
established:
There are two (2) classes of stock of the corporation:
Common Stock, par value $.01 per share; and Preferred Stock,
par value $1.00 per share. A description of each such class
of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as
to each such class of stock is as follows:
A. RIGHTS AND PRIVILEGES AS TO COMMON STOCK
The preferences, voting powers, qualifications and
special rights or privileges of the Common Stock are as
follows:
1. DIVIDEND RIGHTS
(a) The holders of all then outstanding shares of
Common Stock shall be entitled to receive
dividends, when as and if declared by the
Board of Directors of the corporation, out of
any funds legally available therefor.
(b) Nothing in these Articles of Organization
shall be taken to mean that the Board of
Directors is under any obligation to declare
or pay dividends.
2. VOTING RIGHTS
(a) The holder of each share of Common Stock
shall be entitled to one vote per share.
B. RIGHTS AND PRIVILEGES AS TO PREFERRED STOCK
1. The Board of Directors may fix, by resolutions
adopted prior to the issuance of any shares of a
particular series of Preferred Stock (to the
extent not inconsistent with the preferences,
rights and powers of series of Preferred Stock at
the time outstanding), the voting powers of stock
of such class, if any, and the designations,
preferences and relative, participating, optional
and other special rights and the qualifications,
limitations and restrictions of such series within
such class, including but without limiting the
generality of the foregoing, the following:
(a) The rate and times at which, and the terms
and conditions on which, dividends on
Preferred Stock of such series shall be paid;
(b) The right, if any, of the holders of
Preferred Stock of such series to convert the
same into, or exchange the same for, shares
of other series or classes of stock of the
corporation and the terms and conditions of
such conversions or exchanges;
(c) The redemption price or prices and the time
or times at which, and the terms and
conditions on which, Preferred Stock of such
series may be redeemed;
(d) The rights of the holders of Preferred Stock
of such series upon the voluntary or
involuntary liquidation, merger,
consolidation, distribution, or sale of
assets, dissolution or winding up of the
corporation; and
(e) The terms of the sinking fund or redemption
or purchase account, if any, to be provided
for the Preferred Stock of such series.
2. At any time when there shall have been
established and designated one or more series of
Preferred Stock consisting of a number of shares
which is 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.
3. 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 or the redesignation of any then unissued
shares of such series as authorized and unissued
Preferred Stock undesignated as to series.
5. The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any
class are as follows:
None.
6. 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 directors may make, amend or repeal the By-Laws in
whole or in part, except with respect to any provision
thereof which by law or the By-Laws requires action by
the stockholders.
(b) Meetings of the stockholders may be held anywhere in
the United States.
(c) The corporation may be a partner in any business
enterprise it would have the power to conduct by
itself.
(d) 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, or any
concern which is a stockholder of this corporation
individually, or any individual having any interest in
any concern 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, 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;
(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
contact, transaction or act, and may vote to
authorize the same;
the term "interest" including personal interest
and interest as a director, officer, stockholder,
shareholder, trustee, member or beneficiary of any
concern; and
the term "concern" meaning any corporation,
association, trust, partnership, firm, person or
other entity other than this corporation.
(e) No Director shall be personally liable to the
corporation or any stockholder for monetary damages for
breach of fiduciary duty as a director, except for any
matter in respect of which such director shall be
liable under Sections 61 and 62 of Chapter 156B of the
Massachusetts General Laws or any amendment thereto or
successor provisions thereto or shall be liable by
reason that, in addition to any and all other
requirements for such liability, he (i) shall have
breached his duty of loyalty o the corporation or its
stockholders, (ii) shall not have acted in good faith
or, in failing to act, shall not have acted in good
faith, (iii) shall have acted in a manner involving
intentional misconduct or a knowing violation of law
or, in failing to act, shall have acted in a manner
involving intentional misconduct or knowing violation
of law, or (iv) shall have derived an improper personal
benefit. Neither the amendment nor repeal of this
paragraph, nor the adoption of any provision of these
Restated Articles inconsistent with this paragraph,
shall eliminate or reduce the effect of this paragraph
in respect of any manner occurring, or any cause of
action, suit or claim that, but for this paragraph
would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision.
The date of the fiscal year of the corporation is March 31 each
year, and is unchanged.
The names and addresses of certain officers and directors of the
corporation are as follows:
President Robert J. Fabbricatore
55 Pequossette St., 1st Floor
Watertown, MA 02172
Treasurer John D. Pittenger
and Clerk 57 Pound St.
Medfield, MA 02052
Directors:
Robert J. Fabbricatore Richard J. Santagati
55 Pequossette St., 1st Floor 8 Farmland Circle
Watertown, MA 02172 Andover, MA 01810
Philip J. Richer Alphonse M. Lucchese
351 Berlin Rd. 15 Bower Circle
Marlboro, MA 01752 Sudbury, MA 01776
J. Richard Murphy
172 Chestnut St.
No. Andover, MA 01845
We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization
of the corporation as heretofore amended, except amendments to
the following articles 3 and 4:
Briefly describe amendments in space below:
Amendment to Article 3: Article 3 increases the authorized
Common Stock, $.01 par value per share, from 8,600,000 shares to
25,000,000 shares of Common Stock, par value $.01 per share.
Amendment to Article 4: Article 4 changes the name of the
"Class 1 Common Stock, par value $.01 per share" to "Common
Stock, par value $.01 per share."
Note: The 1,400,000 shares of Class 2 Common Stock were converted
to Class 1 Common Stock pursuant to the terms of the Restated
Articles of Organization filed with the Secretary of the
Commonwealth on March 4, 1985 thereby eliminating the Class 2
Common Stock.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 21st day of August in the year 1995.
/s/ Robert J. Fabbricatore, President
/s/ John D. Pittenger, Clerk
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 $16,700.00 having been paid,
said articles are deemed to have been filed with me this 23rd day
of August, 1995.
/s/ William Francis Galvin
William Francis Galvin, Secretary of the Commonwealth