EXHIBIT 3.1
FEDERAL IDENTIFICATION
NO. 04-2103-460
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
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, Aldo A. Croatti, President, and William H. Gorham, Clerk of
Interstate Uniform Services Corporation located at 15 Olympia Avenue, Woburn,
Massachusetts 01801 do hereby certify that the following restatement of the
articles of organization of the corporation was duly adopted at a meeting held
on April 11, 1983, by vote of 1,357,440 shares of Common Stock out of 1,357,440
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:
Interstate Uniform Services Corporation
2. The purposes for which the corporation is formed are as follows:
To engage in the business of operating a uniform rental service
and a commercial and industrial laundry, cleaning and
decontamination establishment in all its aspects; and in general
to carry on any business permitted by the laws of the Commonwealth
of Massachusetts to a corporation organized under Chapter 156B of
the Massachusetts General Laws.
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 2,000,000 $1.00
Common 20,000,000 $0.10
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 attached Sheet 4A
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 attached Sheets 6A-6F
*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, 4 and 6.
(*If there are no such amendments, state "None.")
Briefly describe amendments in space below:
The number of authorized shares of Common stock is increased to
20,000,000. A new class of Preferred stock has been authorized.
Provisions relating to the manner in which a "Business Combination" can
be effected have been added.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 11th day of April, in the year 1983.
/s/ Aldo A. Croatti
--------------------------------
President
/s/ William H. Gorham
--------------------------------
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 $9,225.00 having been paid, said articles are deemed
to have been filed with me this 12th day of April, 1983.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO: Linda Joyce Hodge, Esq.
Goodwin, Procter & Hoar
28 State Street
Boston, MA 02109
Telephone: (617) 523-5700
Article 4A. DESCRIPTION OF CLASSES OF STOCK
I. Two classes of stock are authorized: Common Stock having a par
value of $.0.10 per share and Preferred Stock having a par value of $1.00 per
share. Stock of any class or series authorized hereby or pursuant hereto may be
issued from time to time by authority of the Board of Directors for such
consideration as from time to time may be fixed by vote of the Board of
Directors providing for the issue of such stock.
II. The Preferred Stock may be divided into two or more series. The
Board of Directors may, from time to time, establish and designate the different
series and the variations in the relative rights and preferences as between the
different series as provided in Section III hereof, but in all other respects
all shares of the Preferred Stock shall be identical. In the event that at any
time the Board of Directors shall have established and designated only one
series of Preferred Stock, or two or more series of Preferred Stock, consisting
of a number of shares less than all of the authorized shares of Preferred Stock,
the remaining authorized shares of Preferred Stock not being a part of any such
designated series 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
any series theretofore, or when being, established by the Board of Directors.
III. The Board of Directors is hereby expressly authorized, subject to
the provisions of this description of classes of
stock, to establish one or more series of Preferred Stock and, with respect to
each series, to fix and determine by vote providing for the issue of such
series:
(a) the number of shares to constitute such series and the
distinctive designation thereof;
(b) the dividend rate on the shares of such series and the
dividend payment dates;
(c) whether or not the shares of such series shall be
redeemable, and, if redeemable, the redemption prices which the shares of
such series shall be entitled to receive and the terms and manner of
redemption;
(d) the preferences, if any, and the amounts which the shares
of such series shall be entitled to receive and all other special or
relative rights of the shares of such series, upon the voluntary and
involuntary dissolution of, or upon any distribution of the assets of,
the corporation;
(e) whether or not the shares of such series shall be subject
to the operation of a retirement, sinking or purchase fund or funds to be
applied for redemption of such shares and, if such retirement, sinking or
purchase fund or funds be established, the annual amount thereof and the
terms and provisions relative to the operation thereof;
(f) whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or
classes of stock of the corporation and the conversion price or prices or
ratio or ratios or the rate or rates
at which such exchange may be made, with such adjustments, if any, as
shall be stated in such vote;
(g) whether or not the shares of such series shall have voting
rights, and, if so, the conditions under which the shares of such series
shall vote as a separate class; and
(h) such other designations, preferences and relative,
participating, optional or other special rights and qualifications;
limitations or restrictions of such series to the full extent now or
hereafter permitted by the laws of the Commonwealth of Massachusetts.
Notwithstanding the fixing of the number of shares constituting a particular
series, the Board of Directors may at any time there after authorize the
issuance of additional shares of the same series.
IV. Holders of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors, but only out of funds legally available
for the payment of dividends, cash dividends at the annual rates fixed by the
Board of Directors for the respective series, payable on such dates in each year
as the Board of Directors shall fix for the respective series as provided in
subsection III(b) (hereinafter referred to as "dividend dates"). Until all
accrued dividends on all series of Preferred Stock shall have been declared and
set apart for payment through the last preceding dividend date set for all
holders of any other class of stock of the corporation, other than a dividend
payable
in Common Stock of the corporation. Dividends on shares of Preferred Stock of
any series shall accumulate from and after the day on which such shares are
issued, but arrearages in the payment thereof shall not bear interest. No
dividend shall be declared and set apart for payment on any series of Preferred
Stock in respect of any dividend period unless there shall likewise be declared
and set apart for payment on all shares of Preferred Stock of each series at the
time outstanding such dividends as would be payable on the said shares through
the last preceding dividend date if all dividends were declared and paid in
full. Nothing herein contained shall be deemed to limit the right of the
corporation to purchase or otherwise acquire at any time any shares of its
capital stock; provided that no shares of capital stock shall be purchased or
redeemed (a) at any time when accrued dividends on any series of Preferred Stock
remain unpaid for any period to and including the last preceding dividend date,
or (b) in contravention of the provisions of the next paragraph of this Section
IV.
In addition to and notwithstanding the provisions of the preceding
paragraph of this Section IV,
(a) no dividend shall be paid on any shares of any class of
stock of the corporation other than Preferred Stock, and
(b) no shares of any class of stock of the corporation other
than Preferred Stock shall be purchased or redeemed
if the effect thereof would be to reduce the capital and surplus
of the corporation below an amount equal to the preferential amount payable on
all then outstanding shares of Preferred Stock corporation upon the dissolution
of, or the distribution of the assets of, the corporation; but neither the
corporation nor any director shall, unless otherwise provided by law, have any
obligation or liability to any holder of Preferred Stock for any such dividend
on or purchase or redemption of stock other than Preferred Stock if made or
authorized in good faith in the reasonable belief that the effect thereof would
not be to reduce the capital and surplus of the corporation to such an extent.
For purposes of this description of classes of stock, and of any vote
fixing the terms of any series of Preferred Stock, the amount of dividends
"accrued" on any shares of Preferred Stock of any series as at any dividend date
shall be deemed to be the amount of any unpaid dividends accumulated thereon to
and including such dividend date, whether or not earned or declared, and the
amount of dividends "accrued" on any share of Preferred Stock of any series as
at any date other than a dividend date shall be calculated as the amount :~f any
unpaid dividends accumulated thereon to and including the last preceding
dividend date whether or not earned or declared, plus an amount computed, on the
basis of 360 days per annum, for the period after such last preceding dividend
date to and including the date as of which the calculation is made at the annual
dividend rate fixed for the shares of such series.
V. Upon the dissolution of the corporation, or upon any distribution
of its assets pursuant to a plan of liquidation,
before any payment or distribution of the assets of the corporation shall be
made to or set apart for any other class of stock, the holders of Preferred
Stock shall be entitled to payment of the amount of the preference payable upon
such dissolution of, or distribution of the assets, the corporation fixed by the
Board of Directors for the respective series as provided in subsection III(d).
If upon any such dissolution-or distribution, the assets of the corporation
shall be insufficient to pay in full to the holders of the Preferred Stock the
preferential amount aforesaid, then such assets, or the proceeds thereof, shall
be distributed among the holders of each series of Preferred Stock ratably in
accordance with the sums which would be payable on such distribution if all sums
payable were discharged in full. The voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property and assets of the corporation, the-merger
or consolidation of the corporation into or with any other corporation, or the
merger of any other corporation into it, shall not be deemed to be a dissolution
of, or a distribution of the assets of, the corporation, for the purpose of this
Section V.
VI. In the event that and during the period in which any series of the
Preferred Stock shall be redeemable, then, at the option of the Board of
Directors, the corporation from time to time may redeem all or any part of the
outstanding shares of such series at the redemption price and upon the terms and
conditions fixed by the Board of Directors as provided in subsection III(c)
(the sum so payable upon any redemption of Preferred Stock being herein referred
to as the "redemption price"); provided that not less than 30 days previous to
the date fixed for redemption notice of the time and place thereof shall be
mailed to each holder of record of the shares so to be redeemed at his address
as shown by the records of the cooperation; and provided further that in the
case of redemption of less than all of the outstanding shares of any series of
Preferred Stock the shares to be redeemed shall be chosen by lot or in such
equitable manner as may be prescribed by the Board of Directors. At any time
after notice of redemption shall have been mailed as above provided but before
the redemption date, the corporation may deposit the aggregate redemption price
in trust with a bank or trust company in New York, Now York, Boston,
Massachusetts, or any other city in which the Company shall at that time
maintain a transfer agency with respect to, any class of its stock; having
capital, surplus and undivided profits of at least $5,000,000, and named in such
notice. Upon the making of such deposit, or if no such deposit is made then upon
such redemption date (unless the corporation shall default in making payment of
the redemption price), holders of the shares of Preferred Stock called for
redemption shall cease to be stockholders with respect to such shares
notwithstanding that any certificate for such shares shall not have been
surrendered; and thereafter such shares shall no longer be transferable on the
books of the corporation and such holders shall have no interest in or claim
against the corpora-
tion with respect to said shares, including but not limited to the right to
vote, except the right (a) to receive payment of the redemption price upon
surrender of their certificates, or (b) to exercise on or before the date fixed
for redemption such rights, if any, not theretofore expiring as such shares so
called for redemption may have to be converted into, or to be exchanged for,
shares of stock of another class or classes or of another series of the same
class or classes of stock of the corporation. Any funds deposited in trust as
aforesaid which shall not be required for such redemption, because of the
exercise of any right of conversion or exchange subsequent to the date of such
deposit or otherwise, shall be returned to the corporation forthwith. The
corporation shall be entitled to receive from any such bank or trust company the
interest, if any, allowed on any moneys deposited pursuant to this Section, and
the holders of any shares so redeemed shall have no claim to any such interest.
Any funds so deposited by the corporation and unclaimed at the end of five years
from the date fixed for such redemption shall be repaid to the corporation upon
its request, after which repayment the holders of such shares who shall not have
made claim against such moneys prior to such repayment shall be deemed to be
unsecured creditors of the corporation, but only for a period of two years from
the date of such repayment (after which all rights of the holders of such shares
as unsecured creditors or otherwise shall cease), for an amount equivalent to
the amount deposited as above stated for the redemption of such shares and so
repaid to the corporation, but shall in no event be entitled to any interest.
In order to facilitate the redemption of any shares of Preferred Stock,
the Board of Directors is authorized to cause the transfer books of the
corporation to be closed as to the shares to be redeemed.
VI. Any shares of Preferred Stock which shall at any time have been
redeemed, or which shall at any time have been surrendered for conversion or
exchange or for cancellation pursuant to any retirement, sinking or purchase
fund provisions with respect to any series of Preferred Stock, shall be retired
and shall thereafter have the status of authorized and unissued shares of
Preferred Stock undesignated as to series.
VIII. The Common Stock shall have exclusive voting power except as
required by law and except to the extent the Board of Directors shall, at the
time any series of Preferred Stock is established, determine that the shares of
such series shall vote (i) together as a single class of shares of Common Stock
and/or with shares of Preferred Stock (or one or more other series thereof) on
all or certain matters presented to the stockholders and/or upon the ,occurrence
of any specified event or condition, and/or (ii) exclusively on certain matters,
or, upon the occurrence of any specified event or condition, on all or certain
matters. The Board of Directors, in establishing a series of Preferred Stock and
fixing the voting rights thereof, may determine that the voting power of each
share of such series may be greater or less than the voting power of each share
of the Common Stock or of other series of Preferred Stock notwithstanding that
the shares of such series of Preferred Stock may vote as a single class with the
shares of other series of Preferred Stock and/or with the shares of Common
Stock.
Article 6A. INDEMNIFICATION
1. Except as limited by law or as provided in Paragraphs 2 and 3;
each Officer of this Corporation (and his heirs and personal representatives)
shall be indemnified by this Corporation against all Expense incurred by him in
connection with each Proceeding in which he is involved as a result of his
serving or having served as an Officer of this Corporation or, at the request of
this Corporation, as a director, officer, employee or other agent f any other
organization.
2. No indemnification shall be provided to an Officer with respect to
a matter as to which it shall have been adjudicated in any proceeding that he
did not act in good faith in the reasonable belief that his action was in the
best interests of this Corporation.
3. In the event that a Proceeding is compromised or settled so as to
impose any liability or obligation upon an Officer or upon this Corporation, no
indemnification shall be provided to said Officer with respect to a matter if
this Corporation has obtained an opinion of counsel that with respect to said
matter said Officer did not act in good faith in the reasonable belief that his
action was in the best interests of this Corporation.
4. To the extent authorized by the Board of Directors or the
stockholders, this Corporation may pay indemnification in advance of final
disposition of a Proceeding, upon receipt of an undertaking by the person
indemnified to repay such indemnifica-
tion if it shall be established that he is not entitled to indemnification by an
adjudication under Paragraph 2 or by an opinion of counsel under Paragraph 3
hereof.
5. For the purposes of this Article,
(a) "Officer" means any person who serves or has served as a
director or in any other office filled by election or appointment by the
stockholders or the Board of Directors;
(b) "Proceeding" means any action, suit or proceeding, civil or
criminal, brought or threatened in or before any court, tribunal,
administrative or legislative body or agency; and
(c) "Expense" means any liability fixed by a judgment, order,
decree, or award in a Proceeding, any amount reasonable paid in
settlement of a Proceeding and any professional fees and other
disbursements reasonably incurred in a Proceeding.
6. Nothing in this Article shall limit any lawful rights to
indemnification existing independently of this Article.
Article 6B. TRANSACTIONS WITH INTERESTED PERSONS
1. Unless entered into in had faith, no contract or transaction by
this Corporation shall be void, voidable or in any way affected by reason of the
fact that it is with an Interested Person.
2. For the purposes of this Article, "Interested Person" means any
person or organization in any way interested in this
Corporation whether as an officer, director, stockholder, employee or otherwise,
and any other entity in which any such person or organization or this
Corporation is in any way interested.
3. Unless such contract or transaction was entered into in bad faith,
no Interested Person, because of such interest, shall be liable to this
Corporation or to any other person or organization for any loss or expense
incurred by reason of such contract or transaction or shall be accountable for
any gain or profit realized from such contract or transaction.
4. The provisions of this Article shall be operative notwithstanding
the fact that the presence of an Interested Person was necessary to constitute a
quorum at a meeting of directors or stockholders of this Corporation at which
such contract or transaction was authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.
Article 6C. STOCKHOLDERS' MEETINGS
Meetings of Stockholders of this Corporation may be held anywhere in the
United States.
Article 6D. 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 o by the
By-Laws requires action by the Stockholders.
Article 6E. ACTING AS A PARTNER
This Corporation may be a partner in any business enterprise which it
would have power to conduct by itself.
Article 6F. FAIR PRICE
The affirmative vote of the holders of not less than 80 percent of the
outstanding shares of "Voting Stock" (as hereinafter defined) of the Corporation
and the affirmative vote of the holders of not less than two-thirds of the
outstanding shares of Voting Stock held by stockholders other than a "Related
Person" (as hereinafter defined) shall be required for the approval or
authorization of any "Business Combination" (as hereafter defined) of the
Corporation with any Related Person; provided, however, that the 80 percent and
two-thirds voting requirements shall not be applicable if:
(1) The "Continuing Directors" of this Corporation (as
hereinafter defined) by a two-thirds vote of the Continuing Directors
then in office have approved the Business Combination;
(2) The Business Combination is solely between the Corporation
and another corporation, one hundred percent of the Voting Stock of which
is owned directly or indirectly by the Corporation; or
(3) The Business Combination is a merger or consolidation and
the consideration to be received per share by holders of Common Stock of
the Corporation in the Business Combination is cash and is in an amount
not less than the
highest per share price (with appropriate adjustments for
recapitalizations and for stock splits, stock dividends and like
distributions or transactions), paid by the Related Person in acquiring
any of its holdings of the Corporation's Common Stock.
For the purposes of this Article:
(i) The term "Business Combination" shall mean (a) any merger
or consolidation of the Corporation or a subsidiary of the Corporation
with or into a Related Person, (b) any sale, lease, exchange, transfer or
other disposition, including without limitation a mortgage or any other
security device, of all or any "Substantial Part" (as hereinafter
defined) of the assets either of the Corporation or of a subsidiary of
the Corporation, to a Related Person, (c) any merger or consolidation of
a Related Person with or into the Corporation or a subsidiary of the
Corporation, (d) any sale, lease, exchange, transfer or other disposition
of all or any Substantial part of the assets of a Related Person to the
Corporation or a subsidiary of the Corporation, (e) the issuance of any
securities of the Corporation or a subsidiary of the Corporation to a
Related Person, (f) any recapitalization that would have the effect of
increasing the voting power of a Related Person with respect to the
Corporation, (g) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of a Related
Person, or (h) any agreement, contract or other
arrangement providing for any of the transactions described in this
definition of Business Combination.
(ii) The term "Related Person" shall mean and include any
individual, corporation, partnership or other person or entity which,
together with its "Affiliates" and "Associates" (as defined under Rule
12b-2 in effect-as of February 1, 1983 promulgated under the Securities
Exchange Act of 1934), "beneficially owns" (as defined under Rule 13d-3
in effect as of February 1, 1983 promulgated under the Securities
Exchange Act of 1934) in the aggregate 20 percent or more of the
outstanding Voting Stock of the Corporation, and any Affiliate or
Associate of any such individual, corporation, partnership or other
person or entity.
(iii) The term "Substantial Part" shall mean more than 30 percent
of the fair market value of the total assets of the corporation or entity
in question, as of the end of its most recent fiscal year ending prior to
the time the determination is being made.
(iv) Without limitation, any shares of Common Stock of the
Corporation that any Related Person has the right to acquire pursuant to
any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise, shall be deemed beneficially owned by the Related
Person.
(v) The term "Voting Stock" shall mean all outstanding shares
of capital stock of the Corporation or another corporation entitled to
voce generally in the election of
directors and each reference to a proportion of shares of Voting Stock
shall refer to such proportion of the votes entitled to be cast by such
shares.
(vi) The term "Continuing Director" shall mean a Director who
was a member of the-Board of Directors of the Corporation on the date of
adoption of this Article by the stockholders of the Corporation, a
Director who was a member of the Board of Directors of the Corporation
immediately prior to the time that the Related Person involved in a
Business Combination became a Related Person and a person elected a
Director who had been recommended by two-thirds of the then Continuing
Directors in office to succeed a Continuing Director.
The provisions set forth at this Article may not be repealed or amended
in any respect, unless such action is approved by the Affirmative vote of the
holders of not less than 80 percent of the outstanding shares of Voting Stock of
the Corporation; provided, however, that if there is a Related Person at that
time., such action must also be approved by the affirmative vote of the holders
of not less than two-thirds of the outstanding shares of Voting Stock held by
stockholders other than the Related Person; provided, further, however, that any
amendment alteration, change or repeal of any provision of this Article declared
advisable by the affirmative vote of two-thirds of the Continuing Directors then
in office may be approved by the affirmative vote of two-thirds of the
outstanding shares of Voting Stock of the Corporation.