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EXHIBIT 3.1
FEDERAL IDENTIFICATION
NO. 04-2149581
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Examiner
The Commonwealth of Massachusetts
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
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Name
Approved RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
We, Ronald Sidman , *President
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and Evelyn Sidman , *Clerk
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of The First Years Inc. ,
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(Exact name of corporation)
located at One Kiddie Drive, Avon, MA 02322 ,
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(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 September 13,
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1995 by a vote of the directors.
C / / --
P / / ARTICLE I
M / /
The name of the corporation is:
R.A. / /
The First Years Inc.
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P.C.
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ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To manufacture, buy, sell and generally deal in, at wholesale, infants'
and children's toys, novelties and accessories, including any and all articles
used or capable of being used in connection with said business or any part
thereof.
To take over as a going concern the business heretofore carried on by
Marshall B. Sidman under the name and style of Kiddie Products Company at 77
Bedford Street, Boston, Massachusetts, and elsewhere.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is duly authorized to issue:
WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 15,000,000 $.10
Preferred: Preferred:
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.
None
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
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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:
No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director notwithstanding any provision of law imposing such
liability, except (to the extent provided by applicable law) for liability (i)
for 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 of the Massachusetts Business Corporation Law, or any amendatory or successor
provisions thereto, or (iv) for any transaction from which the director derived
an improper personal benefit. 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.
Meetings of the stockholders of the corporation may be held anywhere in
the United States.
The Directors may make, amend or repeal the By-Laws in whole or in
part, except with respect to any provisions thereof which by law, the Articles
of Organization, or the By-Laws requires action by stockholders.
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:
One Kiddie Drive, Avon, Massachusetts 02322
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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: Ronald Sidman 376 Wheeler Road same
Marston Mills, MA 02648
Treasurer: Benjamin Peltz 258 Seaward Bend same
East Falmouth, MA 02536
Clerk: Evelyn Sidman Aquarius Penthouse - 2N same
2751 S. Ocean Drive
Hollywood, FL 33019
Directors: Ronald Sidman See Above
Jerome Karp 51 Sycamore Drive same
Westwood, MA 02090
Benjamin Peltz See Above
Evelyn Sidman See Above
Fred Page 40 Laurelwood Drive same
Wallingford, CT 06492
Merton Alperin 280 Boylston Street same
Apt 515
Chestnut Hill, MA 02167
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:
CT Corporation System, 2 Oliver Street, Boston, MA 02109
**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:
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SIGNED UNDER THE PENALTIES OF PERJURY, this day of September, 1995,
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/s/ Ronald Sidman , *President,
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/s/ Evelyn Sidman , Clerk.
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