The Commonwealth of Massachusetts
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
Federal Identification
No. 04-2658593
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, Donald J. Larson, President, and Lois E. Silverman, Clerk, of CRA Managed
Care, Inc., located at 312 Union Wharf, Boston, MA 02109, do hereby certify that
the following restatement of articles of organization of the corporation was
duly adopted by unanimous written consent on April 28, 1995 by vote of
3,001,537.5 shares of Common Stock out of 3,001,537.5 shares outstanding, and
1,698,462.5 shares of Series A Convertible Preferred Stock out of 1,698,462.5
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 know is CRA Managed Care, Inc.
2. The purposes for which the corporation is formed are as follows:
To provide field case management and specialized cost containment services
designed to reduce workers' compensation costs, and generally to do any and
all acts and things permitted to be done by business corporations under the
provisions of Chapter 156B, as amended, of the General Laws of
Massachusetts.
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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 leaving a left hand margin of at least 1 inch for binding. Additions to
more than one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
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 $.01 per share
Common None 10,000,000 $.01 per share
*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:
See Continuation Pages which are attached hereto and incorporated by
reference.
*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:
See Continuation Pages which are attached hereto and incorporated by
reference.
*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 2, 3, 4 and 6.
Briefly describe amendments in space below:
Article 2: Revise purposes for which the Corporation was formed.
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*If there are no such provisions, state "None".
Article 3: Reduce the total number of no par value common stock the Corporation
is authorized to issue to 0, increase the total number of shares of
Preferred Stock, $.01 par value per share the Corporation is
authorized to issue, from 0 to 1,000,000 and reduce the total number
of Preferred Stock, no par value, the Corporation is authorized to
issue to 0.
Article 4: Add provisions relating to Preferred Stock and delete all provisions
to Class B and Class C Common Stock and Series A and Series B
Convertible Preferred Stock.
Article 6: Creation of a classified Board of Directors and a restatement of
other lawful provisions for the conduct and regulation of the
business affairs of the Corporation.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 10th day of May in the year 1995.
/s/ Donald J. Larson
- --------------------------------- President
Donald J. Larson
/s/ Lois E. Silverman
- --------------------------------- Clerk
Lois E. Silverman
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 $600 having been paid, said articles are deemed to
have been filed with me this 10th day of May, 1995
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
W. Brett Davis, Esq.
Hutchins, Wheeler & Dittmar
101 Federal Street
Boston, MA 02110
Telephone: (617) 951-6600
Continuation Sheet 4A
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The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 11,000,000 shares, consisting of the following
classes of stock: (A) 10,000,000 shares of Common Stock, $.01 par value per
share (the "Common Stock"), and (B) 1,000,000 shares of Preferred Stock, $.01
par value per shares (the "Preferred Stock").
The designations, powers, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations and restrictions
thereof in respect of each class of authorized capital stock of the Corporation
are as follows:
A. COMMON STOCK
------------
1. After the requirements with respect to preferential dividends on the
Preferred Stock shall have been met and after the Corporation shall have
complied with all the requirements, if any, with respect to the setting aside of
sums as sinking funds or redemption or purchase accounts, then and not otherwise
the holders of Common Stock shall be entitled to receive such dividends as may
be declared from time to time by the Board of Directors.
2. After distribution in full of the preferential amount to be distributed
to the holders of Preferred Stock in the event of voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or winding up of the
Corporation, the holders of the Common Stock shall be entitled to receive all
the remaining assets of the Corporation, tangible or intangible, of whatever
kind available for distribution to the stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively.
3. Except as may otherwise be required by law or the provisions of these
Articles, or by the Board of Directors pursuant to authority granted in these
Articles, each holder of Common Stock shall have one vote in respect of each
share of stock held by him in all matters voted upon by the stockholders.
B. UNDESIGNATED PREFERRED STOCK
----------------------------
Up to 1,000,000 shares of Preferred Stock may be issued in one or more
series at such time or times and for such consideration or considerations as the
Board of Directors may determine. Each series shall be so designated as to
distinguish the shares thereof from the shares of all other series and classes.
Except as to the relative preferences, powers, qualifications, rights and
privileges referred to below, in respect of any or all of which there may be
variations between different series, all shares of Preferred Stock shall not be
construed to constitute different classes of shares for the purpose of voting by
classes.
Continuation Sheet 4A (continued)
---------------------------------
The Board of Directors is expressly authorized, subject to the limitations
prescribed by law and the provisions of these Articles of Organization, to
provide by adopting a vote or votes, a certificate of which shall be filed in
accordance with the Business Corporation Law of the Commonwealth of
Massachusetts, for the issuance of the Preferred Stock in one or more series,
each with such designations, preferences, voting powers, qualifications, special
or relative rights and privileges as shall be stated in the vote or votes
creating such series. The authority of the Board of Directors with respect to
each such series shall include without limitation of the foregoing the right to
determine and fix:
(1) The distinctive designation of such series and the number of shares to
constitute such series;
(2) The rate at which dividends on the shares of such series shall be
declared and paid, or set aside for payment, whether dividends at the rate so
determined shall be cumulative, and whether the shares of such series shall be
entitled to any participating or other dividends in addition to dividends at the
rate so determined, and if so on what terms;
(3) The right, if any, of the Corporation to redeem shares of the
particular series and, if redeemable, the price, terms and manner of such
redemption;
(4) The special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such series shall be entitled
to receive upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation;
(5) The terms and conditions, if any, upon which shares of such series
shall be convertible into, or exchangeable for, shares of stock of any other
class or classes, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;
(6) The obligation, if any, of the Corporation to retire or purchase
shares of such series pursuant to a sinking fund or fund of a similar nature or
otherwise, and the terms and conditions of such obligation;
(7) Voting rights, if any;
(8) Limitations, if any, on the issuance of additional shares of such
series or any shares of any other series of Preferred Stock; and
(9) Such other preferences, powers, qualifications, special or relative
rights and privileges thereof as the Board of Directors may deem advisable and
are not inconsistent with law and the provisions of these Articles.
Continuation Sheet 6A
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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:
I. General Provisions
l. The Corporation eliminates the personal liability of each director to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that, to the extent provided by applicable law, this
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the 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 or
successor provisions of the Massachusetts Business Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
This provision shall not eliminate or limit the liability of a director of the
Corporation for any act or omission occurring prior to the date on which this
provision becomes effective. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
2. Meetings of the stockholders of the Corporation may be held anywhere in
the United States.
3. The directors of the Corporation 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.
4. The whole or any part of the authorized but unissued shares of capital
stock of the Corporation may be issued at any time or from time to time by the
Board of Directors without further action by the stockholders.
5. The Corporation may become a partner in any business.
Continuation Sheet 6A (continued)
II. Classified Board of Directors
1. The Directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the whole number of the Board of Directors. If the
number of Directors is not evenly divisible by three, the Board of Directors
shall determine the number of Directors to be elected initially into each class.
The initial members of Class I shall be George H. Conrades and Jeffrey R. Jay,
M.D., and they shall hold office for a term to expire at the annual meeting of
the stockholders to be held in 1996; the initial members of Class II shall be
Donald J. Larson and Mitchell T. Rabkin, M.D., and they shall hold office for a
term to expire at the annual meeting of the stockholders to be held in 1997; and
the initial members of Class III shall be Lois E. Silverman and William
Laverack, Jr., and they shall hold office for a term to expire at the annual
meeting of the stockholders to be held in 1998, and in the case of each class,
until their respective successors are duly elected and qualified. At each
annual election held commencing with the annual election in 1996, the Directors
elected to succeed those whose terms expire shall be identified as being of the
same class as the Directors they succeed and shall be elected to hold office for
a term to expire at the third annual meeting of the stockholders after their
election, and until their respective successors are duly elected and qualified.
If the number of Directors changes, any increase or decrease in Directors shall
be apportioned among the classes so as to maintain all classes as equal in
number as possible, and any additional Director elected to any class shall hold
office for a term which shall coincide with the terms of the other Directors in
such class and until his successor is duly elected and qualified.
2. Notwithstanding any other provisions of these Articles of Organization
or the By-Laws of the corporation or the fact that a lesser percentage may be
specified by law, these Articles of Organization or the By-Laws of the
corporation, the affirmative vote of the holders of at least eighty (80%)
percent of the combined voting power of the outstanding stock of the corporation
entitled to vote generally in the election of Directors, voting together as a
single class, shall be required to amend, alter or adopt any provision
inconsistent with, or to repeal, this Section II.
64941-1
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